485BPOS

                                                                                           Registration No. 2-69719
                                                                                                  File No. 811-3105

                                        SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549
                                                     FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                                                         [X]

Pre-Effective Amendment No. ___                                                                                [  ]

Post-Effective Amendment No. 48                                                                                 [X]

                                                       and/or

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

Amendment No. 41                                                                                                [X]


                                        OPPENHEIMER CAPITAL APPRECIATION FUND
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                                (Exact Name of Registrant as Specified in Charter)

                               6803 South Tucson Way, Centennial, Colorado 80112-3924
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                                (Address of Principal Executive Offices) (Zip Code)

                                                    303-768-3200
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                                          (Registrant’s Telephone Number)

                                               Robert G. Zack, Esq.
                                              OppenheimerFunds, Inc.
                                  Two World Financial Center, 225 Liberty Street
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                                           New York, New York 10281-1008
                                      (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

       [   ]    immediately upon filing pursuant to paragraph (b)
       [X]      on October 25, 2004 pursuant to paragraph (b)
       [   ]    60 days after filing pursuant to paragraph (a)(1)
       [   ]    on _______________ pursuant to paragraph (a)(1)
       [   ]    75 days after filing pursuant to paragraph (a)(2)
              [   ]        on _______________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
       [   ]    This  post-effective  amendment  designates  a new  effective  date for a  previously  filed  post-
                amendment.

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PROSPECTUS

Oppenheimer
Capital Appreciation Fund




Prospectus dated October 25, 2004

                                                              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, and 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


                  3          The Fund's Investment Objective and Principal Investment Strategies
                  3          Main Risks of Investing in the Fund
                  4          The Fund's Past Performance
                  5          Fees and Expenses of the Fund
                  7          About the Fund's Investments
                  10         How the Fund is Managed


                             ABOUT YOUR ACCOUNT


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

                        22   Special Investor Services
                             AccountLink
                             PhoneLink
                             OppenheimerFunds Internet Website
                             Automatic Withdrawal and Exchange Plans
                             Retirement Plans

                  24         How to Sell Shares

                             By Mail
                             By Telephone


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






ABOUT THE FUND

The Fund's Investment Objective and Principal Investment 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.

HOW DOES THE MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? The Fund's investment manager, OppenheimerFunds, Inc.
(the "Manager"), looks for growth companies with stock prices that it believes are reasonable in relation to
overall stock market valuations. The 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
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.

The Manager may sell companies from the Fund that it believes no longer meet the above criteria.

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 Manager,
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 or smaller 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.

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 price 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 Past 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 10 calendar years and by showing how
the average annual total returns of the Fund's shares, both before and after taxes, compare to those of a
broad-based market index.  The after-tax returns for the other classes of shares will vary.


         The after-tax returns are shown for Class A shares only and are calculated using the historical highest
individual federal marginal income tax rates in effect during the periods shown, and do not reflect the impact of
state or local taxes.  In certain cases, the figure representing "Return After Taxes on Distributions and Sale of
Fund Shares" may be higher than the other return figures for the same period. A higher after-tax return results
when a capital loss occurs upon redemption and translates into an assumed tax deduction that benefits the
shareholder.  The after-tax returns are calculated based on certain assumptions mandated by regulation and your
actual after-tax returns may differ from those shown, depending on your individual tax situation.  The after-tax
returns set forth below are not relevant to investors who hold their fund shares through tax-deferred
arrangements such as 401(k) plans or IRAs or to institutional investors not subject to tax. The Fund's past
investment performance, before and after taxes, is not necessarily an indication of 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]

Sales charges and taxes are not included in the calculations of return in this bar chart, and if those charges
and taxes were included, the returns may be less than those shown.


For the period from 1/1/04  through  9/30/04,  the  cumulative  return (not  annualized)  before taxes for Class A
shares was -1.81%.  During the period shown in the bar chart,  the highest  return (not  annualized)  before taxes
for a calendar  quarter  was 28.86%  (4th Qtr `99) and the  lowest  return  (not  annualized)  before  taxes for a
calendar quarter was -19.89% (3rd Qtr `01).


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


                                                                            5 Years                  10 Years

Average Annual Total Returns                                          (or life of class if     (or life of class if
for the periods ended December 31, 2003              1 Year                  less)                     less)

- --------------------------------------------- --------------------- ------------------------- ------------------------
- --------------------------------------------- --------------------- ------------------------- ------------------------
Class A Shares (inception 1/22/81)

  Return Before Taxes                                22.01%                  1.96%                    11.59%
  Return After Taxes on Distributions                22.01%                  0.87%                     9.30%
  Return  After Taxes on  Distributions  and         14.31%                  1.22%                     8.96%
  Sale of Fund Shares

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

S&P 500 Index (reflects no deduction for             28.67%                  -0.57%                   11.06%1
fees, expenses or taxes)

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

Class B Shares (inception 11/1/95)                   23.46%                  2.04%                    10.58%

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

Class C Shares (inception 12/1/93)                   27.50%                  2.39%                    11.33%

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

Class N Shares (inception 3/1/01)                    28.12%                  -5.04%                     N/A

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

Class Y Shares (inception 11/3/97)                   29.95%                  3.56%                     6.36%

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

   1 From 12/31/93.

The Fund's average annual total returns include applicable sales charges as follows: for Class A shares, the
current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5%
(1-year) and 2% (5-years); and for Class C and Class N shares, the 1% contingent deferred sales charge for the
1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72
months after purchase, Class B "life-of-class" performance does not include any contingent deferred sales charge
and uses Class A performance for the period after conversion.  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 shares is compared to the S&P 500 Index, an unmanaged index of
equity securities. The index performance includes reinvestment of income but does not reflect transaction costs,
fees, expenses or taxes. The Fund's investments vary from those in the index.


Fees and Expenses of the Fund


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 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  transaction  expenses  directly,  such as sales charges.  The numbers below are based on the Fund's expenses
during its fiscal year ended August 31, 2004.


  -----------------------------------------------------------------------------------------------------------------
  Shareholder Fees (charges paid directly from your investment):

  -----------------------------------------------------------------------------------------------------------------
  -------------------------------------- -------------- --------------- ------------- -------------- --------------
                                            Class A     Class B Shares    Class C        Class N        Class Y
                                            Shares                         Shares        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 redemption               None1           5%2            1%3            1%4           None
  proceeds)
  -------------------------------------- -------------- --------------- ------------- -------------- --------------


  -----------------------------------------------------------------------------------------------------------------
  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                                 0.57%         0.57%         0.57%        0.57%         0.57%

  ------------------------------------------- -------------- ------------- ------------ ------------- -------------
  ------------------------------------------- -------------- ------------- ------------ ------------- -------------
  Distribution and/or Service (12b-1) Fees        0.24%         1.00%         1.00%        0.50%          N/A
  ------------------------------------------- -------------- ------------- ------------ ------------- -------------
  ------------------------------------------- -------------- ------------- ------------ ------------- -------------

  Other Expenses                                  0.28%         0.42%         0.30%        0.39%         0.14%

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

  Total Annual Operating Expenses                 1.09%         1.99%         1.87%        1.46%         0.71%

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

   Expenses may vary in future years. "Other Expenses" include transfer agent fees, custodial fees, and
   accounting and legal expenses that the Fund pays. The "Other Expenses" in the table are based on, among other
   things, the fees the Fund would have paid if the transfer agent had not waived a portion of its fee under a
   voluntary undertaking to the Fund to limit these fees to 0.35% of average daily net assets per fiscal year for
   all classes.  That undertaking may be amended or withdrawn at any time.  After the waiver, the actual "Other
   Expenses" and "Total Annual Operating Expenses" as percentages of average daily net assets were 0.40% and
   1.97%, respectively, for Class B shares and 0.37% and 1.44%, respectively, for Class N shares.  Class A, Class
   C and Class Y shares were the same as shown above.

   1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more ($500,000
   for certain 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 gradually
   declines from 5% to 1% in years one through six and is eliminated after that.
   3. Applies to shares redeemed within 12 months of purchase.

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

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 Years
  ------------------------------------ ------------------ ------------------- ------------------- -----------------
  ------------------------------------ ------------------ ------------------- ------------------- -----------------

  Class A Shares                       $680               $902                $1,141              $1,827

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

  Class B Shares                       $702               $924                $1,273              $1,8701

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

  Class C Shares                       $290               $588                $1,011              $2,190

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

  Class N Shares                       $249               $462                $   797             $1,746

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

  Class Y Shares                       $  73              $227                $   395             $   883


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

  Class A Shares                       $680               $902                $1,141              $1,827

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

  Class B Shares                       $202               $624                $1,073              $1,8701

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

  Class C Shares                       $190               $588                $1,011              $2,190

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

  Class N Shares                       $149               $462                $   797             $1,746

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

  Class Y Shares                       $  73              $227                $   395             $   883
   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.
   There is no sales charge on Class Y shares.
1.       Class B expenses for years 7 through 10 are based on Class A expenses, since Class B shares
   automatically convert to Class A shares 72 months after purchase.


About the Fund's Investments


THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS.  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 in this Prospectus. 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 total
         assets invested in foreign securities, although it has the ability to invest in them without limit.

         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.  These risks could
         cause the prices of foreign stocks to fall and therefore depress the Fund's share prices.


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
         applicable 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.

Hedging. The Fund can buy and sell derivatives such as futures contracts, put and call options, and forward
         contracts for "hedging" purposes.  The Fund does not currently use hedging extensively.  It has limits
         on its use of hedging instruments and is not required to use them in seeking its objective.

         Some of these hedging 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, judged market conditions incorrectly, the strategy could reduce the Fund's return. The Fund may
         also experience losses if the price of its futures and options positions were not correlated with its
         other investments or if it could not close out a position because of an illiquid market.

Temporary Defensive and Interim Investments. In times of adverse or unstable market, economic or political
         conditions, the Fund can invest up to 100% of its total assets in temporary defensive investments that
         are inconsistent with the Fund's principal investment strategies.  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.


Portfolio Turnover. A change in the securities held by the Fund is known as "portfolio turnover." The Fund can
         engage in active and frequent trading to try to achieve its objective, and may have a high portfolio
         turnover rate (for example, over 100%), although the Manger does not expect turnover to be high.
         Increased portfolio turnover creates higher brokerage and transaction costs for the Fund (and may reduce
         performance).  If the Fund realizes capital gains when it sells its portfolio investments, it must
         generally pay those gains out to shareholders, increasing their taxable distributions. The Financial
         Highlights table at the end of this Prospectus shows the Fund's portfolio turnover rate during prior
         fiscal years.
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 been an investment adviser since 1960.  The Manager and its subsidiaries and controlled
affiliates managed more than $155 billion in assets as of September 30, 2004, including other Oppenheimer funds
with more than 7 million shareholder accounts. The Manager is located at Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, New York 10281-1008.

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 of
         the Manager and portfolio manager of other Oppenheimer funds.

PENDING LITIGATION. Six lawsuits have been filed as putative derivative and class actions against the Fund's
         investment Manager, Distributor and Transfer Agent, some of the Oppenheimer funds including the Fund and
         Directors or Trustees of some of those funds. The complaints allege that the Manager charged excessive
         fees for distribution and other costs, improperly used assets of the funds in the form of directed
         brokerage commissions and 12b-1 fees to pay brokers to promote sales of Oppenheimer funds, and failed to
         properly disclose the use of fund assets to make those payments in violation of the Investment Company
         Act and the Investment Advisers Act of 1940. The complaints further allege that by permitting and/or
         participating in those actions, the defendant Directors breached their fiduciary duties to fund
         shareholders under the Investment Company Act and at common law. Those lawsuits were filed on August 31,
         2004, September 3, 2004, September 14, 2004, September 14, 2004, September 21, 2004 and September 22,
         2004, respectively, in the U.S. District Court for the Southern District of New York. The complaints
         seek unspecified compensatory and punitive damages, rescission of the funds' investment advisory
         agreements, an accounting of all fees paid, and an award of attorneys' fees and litigation expenses.

         The Manager and the Distributor believe the claims asserted in these lawsuits to be without merit, and
         intend to defend the suits vigorously. The Manager and the Distributor do not believe that the pending
         actions are likely to have a material adverse effect on the Fund or on their ability to perform their
         respective investment advisory or distribution agreements with the Fund.

Advisory Fees.  Effective January 1, 2004, the Fund's management fee schedule under the investment advisory
         agreement was revised.  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 of the Fund, 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 $2.0
         billion, 0.52% of the next $2.0 billion, and 0.50% of average annual net assets over $8.5 billion.  The
         Fund's management fee for its last fiscal year ended August 31, 2004 was 0.57% of average annual net
         assets for each class of shares.  If the revised advisory fee rate had been in effect during the entire
         last fiscal year, the management fee would have been the same.


ABOUT your account

How to 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. A broker or dealer may charge for that service.
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
         1.800.225.5677 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 transfers from your bank account. Shares are purchased for your account by a transfer of money
         from your bank account 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 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.

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund shares with a minimum initial
investment of $1,000 and make additional investments at any time with as little as $50. There are reduced
minimums available under the following special investment plans:
o        If you establish one of the many types of retirement plan accounts that OppenheimerFunds offers, more
         fully described below under "Special Investor Services," you can start your account with as little as
         $500.
o        By using an Asset Builder Plan or Automatic Exchange Plan (details are in the Statement of Additional
         Information), or government allotment plan, you can make subsequent investments (after making the
         initial investment of $500) for as little as $50. For any type of account established under one of these
         plans prior to November 1, 2002, the minimum additional investment will remain $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.


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 (the "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., Eastern time, but
         may close earlier on some days. All references to time in this Prospectus mean "Eastern time."

         The net asset value per share for a class of shares on a "regular business day" is determined by
         dividing the value of the Fund's net assets attributable to that class by the number of shares of that
         class outstanding on that day.  To determine net asset values, the Fund assets are valued primarily on
         the basis of current market quotations.  If market quotations are not readily available or do not
         accurately reflect fair value for a security (in the Manager's judgment) or if a security's value has
         been materially affected by events occurring after the close of the exchange or market on which the
         security is principally traded, that security may be valued by another method that the Board of Trustees
         believes accurately reflects the fair value. Because some foreign securities trade in markets and on
         exchanges that operate on weekends and U.S. holidays, the values of some of the Fund's foreign
         investments may change on days when investors cannot buy or redeem Fund shares.

         The Board has adopted valuation procedures for the Fund and has delegated the day-to-day responsibility
         for fair value determinations to the Manager's Valuation Committee.  Fair value determinations by the
         Manager are subject to review, approval and ratification by the Board at its next scheduled meeting
         after the fair valuations are determined.  In determining whether current market prices are readily
         available and reliable, the Manager monitors the information it receives in the ordinary course of its
         investment management responsibilities for significant events that it believes in good faith will affect
         the market prices of the securities of issuers held by the Fund.  Those may include events affecting
         specific issuers (for example, a halt in trading of the securities of an issuer on an exchange during
         the trading day) or events affecting securities markets (for example, a foreign securities market closes
         early because of a natural disaster).

         If, after the close of the principal market on which a security held by the Fund is traded and before
         the time as of which the Fund's net asset values are calculated that day, a significant event occurs
         that the Manager learns of and believes in the exercise of its judgment will cause a material change in
         the value of that security from the closing price of the security on the principal market on which it is
         traded, the Manager will use its best judgment to determine a fair value for that security.

         The Manager believes that foreign securities values may be affected by volatility that occurs in U.S.
         markets on a trading day after the close of foreign securities markets.  The Manager's fair valuation
         procedures therefore include a procedure whereby foreign securities prices may be "fair valued" to take
         those factors into account.


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 the 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 Through a Dealer. If you buy shares through a dealer, your dealer must receive the order by the close of
         the 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, unless
         your dealer has made alternative arrangements with the Distributor. 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 for
         regular accounts or lesser amounts for certain retirement plans). 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 6 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 1.0%, 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 18 months of the retirement plan's first purchase of Class N shares, you may pay a
         contingent deferred sales charge of 1.0%, 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 a special agreement
         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 effects 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 most likely invest in 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.


         If you 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 $100,000 or more of Class B shares or $1 million or more of Class C shares
         from a single investor.  Dealers or other financial intermediaries purchasing shares for their customers
         in omnibus accounts are responsible for compliance with those limits.


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, Class C and Class N  shareholders.  Other  features may not be advisable  (because of the effect of the
         contingent  deferred sales charge) for Class B, Class C and 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 or Class Y shares, such as the
         Class B, Class C and Class N asset-based sales charge described below and in the Statement of Additional
         Information.

How Do Share Classes Affect Payments to Your 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
         concessions 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.

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 a concession. The Distributor reserves the right to
reallow the entire concession to dealers. The current sales charge rates and concessions paid to dealers and
brokers are as follows:

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


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 a special condition applies.

Can You Reduce Class A Sales Charges?  You and your spouse may be eligible to buy Class A shares of the Fund at
reduced sales charge rates set forth in the table above under the Fund's "Right of Accumulation" or a "Letter of
Intent." The Fund reserves the right to modify or to cease offering these programs at any time.
o        Right of Accumulation. To reduce the Class A front-end sales charge under the rates in the table above
          that apply to larger purchases, you can add to the amount of your current purchase the value of
          investments currently being made by you and your spouse (or previously made by you and your
          spouse and still held) in Class A and Class B shares of the Fund and other Oppenheimer funds (a
          list is in the Statement of Additional Information under "How to Buy Shares - The Oppenheimer
          Funds"). You may not include Class A shares of Oppenheimer Money Market Fund, Inc. or
          Oppenheimer Cash Reserves on which you did not pay a sales charge for this purpose. In totaling
          your holdings, you may count shares held in your individual accounts (including IRAs and 403(b)
          plans), your joint accounts with your spouse, or accounts you or your spouse hold as trustees
          or custodians on behalf of your children who are minors. A fiduciary can count all shares
          purchased for a trust, estate or other fiduciary account (including employee benefit plans for
          the same employer) that has multiple accounts. To qualify for this Right of Accumulation, if
          you are buying shares directly from the Fund you must inform the Fund's Distributor of your
          eligibility and holdings at the time of your purchase. If you are buying shares through your
          financial intermediary you must notify your intermediary of your eligibility for this Right of
          Accumulation at the time of your purchase.

                  To count shares of eligible Oppenheimer funds held in accounts at other intermediaries
          under this Right of Accumulation, you may be requested to provide the Distributor or your
          current intermediary (depending on the way you are buying your shares) a copy of each account
          statement showing your current holdings of the Fund or other eligible Oppenheimer funds,
          including statements for accounts held by you and your spouse or in retirement plans or trust or
          custodial accounts for minor children as described above. The Distributor or intermediary
          through which you are buying shares will combine the value of all your eligible Oppenheimer fund
          accounts based on the current offering price per share to determine what Class A sales charge
          breakpoints you may qualify for on your current purchase.

o        Letters of Intent. You may also reduce the Class A front-end sales charge on current purchases of shares
          of the Fund under the rates in the table above by submitting a Letter of Intent to the
          Distributor. A Letter of Intent is a written statement of your intention to purchase Class A
          and/or Class B shares of the Fund (and other Oppenheimer funds except Class A shares of
          Oppenheimer Money Market Fund and Oppenheimer Cash Reserves) over a 13-month period. The total
          amount of your intended purchases of Class A and Class B shares will determine the reduced sales
          charge rate that will apply to Class A shares of the Fund purchased during that period. You can
          include purchases made up to 90 days before the date of the Letter.   Submitting a Letter of
          Intent does not obligate you to purchase the specified amount of shares.  You can also apply the
          Right of Accumulation to these purchases.

                  If you do not complete the Letter of Intent, the front-end sales charge you paid on your
          purchases will be recalculated to reflect the actual value of shares you purchased.  A certain
          portion of your shares will be held in escrow by the Fund's Transfer Agent for this purpose.
          Please refer to "How to Buy Shares - Letters of Intent" in the Fund's Statement of Additional
          Information for more complete information.

Other Special Sales Charge Arrangements and Waivers.  The Fund and the Distributor offer other
opportunities to purchase shares without front-end or contingent deferred sales charges under the
programs described below. The Fund reserves the right to amend or discontinue these programs at any time
without prior notice.
o        Dividend Reinvestment.  Dividends and/or capital gains distributions received by a shareholder from the
          Fund may be reinvested in shares of the Fund or any of the other Oppenheimer funds without sales
          charge, at the net asset value per share in effect on the payable date. You must notify the
          Transfer Agent in writing to elect this option and must have an existing account in the fund
          selected for reinvestment.
o        Exchanges of Shares.  Shares of the Fund may be exchanged for shares of certain other Oppenheimer funds
          at net asset value per share at the time of exchange, without sales charge, and shares of the
          Fund can be purchased by exchange of shares of certain other Oppenheimer funds on the same
          basis. Please refer to "How to Exchange Shares" in this Prospectus and in the Statement of
          Additional Information for more details, including a discussion of circumstances in which sales
          charges may apply on exchanges.
o        Reinvestment Privilege.  Within six months of a redemption of certain Class A and Class B shares, the
          proceeds may be reinvested in Class A shares of the Fund without sales charge. This privilege
          applies to redemptions of Class A shares that were subject to an initial sales charge or Class A
          or Class B shares that were subject to a contingent deferred sales charge when redeemed. The
          investor must ask the Transfer Agent for that privilege at the time of reinvestment and must
          identify the account from which the redemption was made.
o        Other Special Reductions and Waivers. The Fund and the Distributor offer additional arrangements to
          reduce or eliminate front-end sales charges or to waive contingent deferred sales charges for
          certain types of transactions and for certain classes of investors (primarily retirement plans
          that purchase shares in special programs through the Distributor). These are described in
          greater detail in Appendix B to the Statement of Additional Information, which is also available
          on the OppenheimerFunds website, at www.oppenheimerfunds.com (under the hyperlinks "Access
          Accounts and Services - Investor Service Center"). To receive a waiver or special sales charge
          rate under these programs, the purchaser must notify the Distributor (or other financial
          intermediary through which shares are being purchased) at the time of purchase or notify the
          Transfer Agent at the time of redeeming shares for those waivers that apply to contingent
          deferred sales charges.
o        Purchases by Certain Retirement Plans. There is no initial sales charge on purchases of Class A shares
          of the Fund by (1) retirement plans that have $10 million or more in plan assets and that have
          entered into a special agreement with the Distributor and by (2) retirement plans that are part
          of a retirement plan product or platform offered by banks, broker-dealers, financial advisors,
          insurance companies or record-keepers that have entered into a special agreement with the
          Distributor for this purpose. 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 described in "Retirement Plans"
          in the Statement of Additional Information. No contingent deferred sales charge is charged upon
          the redemption of such shares

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 on purchases of Class A shares
         by certain retirement plans that satisfied certain requirements prior to March 1, 2001 ("grandfathered
         retirement accounts").  However, those Class A shares may be subject to a Class A contingent deferred
         sales charge, as described below.  Retirement plans holding shares of Oppenheimer funds in an  omnibus
         account(s) for the benefit of plan participants in the name of a fiduciary or financial intermediary
         (other than OppenheimerFunds-sponsored Single DB Plus plans) are not permitted to make initial purchases
         of Class A shares subject to a contingent deferred sales charge.

         The Distributor pays dealers of record concessions in an amount equal to 1.0% of purchases of $1 million
         or more other than purchases by grandfathered retirement accounts.  For grandfathered retirement
         accounts, the concession is 0.75% of the first $2.5 million of purchases plus 0.25% of purchases in
         excess of $2.5 million.  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.

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 six years from 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:

- ----------------------------------------------------------- --------------------------------------------------------
Years Since Beginning of Month in Which Purchase Order      Contingent Deferred Sales Charge on Redemptions in
was Accepted                                                That Year
                                                            (As % of Amount Subject to Charge)
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
0 - 1                                                       5.0%
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
1 - 2                                                       4.0%
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
2 - 3                                                       3.0%
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
3 - 4                                                       3.0%
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
4 - 5                                                       2.0%
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
5 - 6                                                       1.0%
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
More than 6                                                 None
- ----------------------------------------------------------- --------------------------------------------------------
In the table, a "year" is a 12-month period. In applying the contingent deferred 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 that 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 for sale to 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 to 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.

         Class N shares are sold at net asset value without an initial sales charge. A contingent deferred sales
charge of 1.0% 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 buying, selling, 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.


Who Can Buy Class Y Shares? Class Y shares are sold at net asset value per share without a sales charge directly
to institutional investors that have special agreements with the Distributor for this purpose. They may include
insurance companies, registered investment companies, employee benefit plans and Section 529 plans, among
others.  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 at their Colorado
office) and the special account features available to investors buying those other classes of shares do not apply
to Class Y shares. Instructions for buying, selling, 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 pay dealers,
         brokers, banks and other financial institutions quarterly for providing personal service and maintenance
         of accounts of their customers that hold Class A shares. With respect to Class A shares subject to a
         Class A contingent deferred sales charge purchased by grandfathered retirement accounts, the Distributor
         pays the 0.25% service fee to dealers in advance for the first year after the shares are sold by the
         dealer. The Distributor retains the first year's service fee paid by the Fund. After the shares have
         been held by grandfathered retirement accounts for a year, the Distributor pays the service fee to
         dealers on a quarterly basis.

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% on Class B and Class C shares and 0.25%
         on Class N shares. The Distributor also receives a service fee of 0.25% per year under the Class B,
         Class C and Class N plans.

         The asset-based sales charge and service fees increase Class B and Class C expenses by 1.0% and increase
         Class N expenses by 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 on-going 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 normally 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 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 normally retains the Class B asset-based sales charge. See the
         Statement of Additional Information for exceptions.

         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 1.0% of
         the purchase price. The Distributor pays the asset-based sales charge as an ongoing concession to the
         dealer on Class C shares that have been outstanding for a year or more. The Distributor normally retains
         the asset-based sales charge on Class C shares during the first year after the purchase of Class C
         shares. See the Statement of Additional Information for exceptions.

         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 1.0% of
         the purchase price. The Distributor normally retains the asset-based sales charge on Class N shares. See
         the Statement of Additional Information for exceptions.


         Under certain circumstances, the Distributor will pay the full Class B, Class C or Class N asset-based
         sales charge and the service fee to the dealer beginning in the first year after purchase of such
         shares in lieu of paying the dealer the sales concession and the advance of the first year's service
         fee at the time of purchase, if there is a special agreement between the dealer and the Distributor.
         In those circumstances, the sales concession will not be paid to the dealer.

         For Class C shares purchased through the OppenheimerFunds Recordkeeper Pro program, the Distributor
         will pay the Class C asset-based sales charge to the dealer of record in the first year after the
         purchase of such shares in lieu of paying the dealer a sales concession at the time of purchase.  The
         Distributor will use the service fee it receives from the Fund on those shares to reimburse FASCorp for
         providing personal services to the Class C accounts holding those shares.

         In addition, the Manager and the Distributor may make substantial payments to dealers or other financial
         intermediaries and service providers for distribution and/or shareholder servicing activities, out of
         their own resources, including the profits from the advisory fees the Manager receives from the Fund.
         Some of these distribution-related payments may be made to dealers or financial intermediaries for
         marketing, promotional or related expenses; these payments are often referred to as "revenue sharing."
         In some circumstances, those types of payments may create an incentive for a dealer or financial
         intermediary or its representatives to recommend or offer shares of the Fund or other Oppenheimer funds
         to its customers.  You should ask your dealer or financial intermediary for more details about any such
         payments it receives.


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 1.800.225.5677. 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 and proper documentation 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
PhoneLink number, 1.800.225.5677.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling 1.800.225.5677. 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 1.800.225.5677 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 WEBSITE. You can obtain information about the Fund, as well as your account balance, on
the OppenheimerFunds Internet website, 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 website. To perform account transactions or obtain account information online, you must first
obtain a user I.D. and password on that website. If you do not want to have Internet account transaction
capability for your account, please call the Transfer Agent at 1.800.225.5677. At times, the website may be
inaccessible or its transaction features may be unavailable.

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.

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 individuals and employers can use:
Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE IRAs and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pension 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 1.800.225.5677, 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 more than $100,000 and receive a check.
     o   The redemption check is not payable to all shareholders listed on the account statement.
     o   The redemption check is not sent to the address of record on your account statement.
     o   Shares are being transferred to 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.


Sending Redemption Proceeds by Wire. While the Fund normally sends your money by check, you can arrange to have
         the proceeds of shares you sell sent by Federal Funds wire to a bank account you designate. It must be a
         commercial bank that is a member of the Federal Reserve wire system. The minimum redemption you can have
         sent by wire is $2,500. There is a $10 fee for each request. To find out how to set up this feature on
         your account or to arrange a wire, call the Transfer Agent at 1.800.225.5677.


HOW DO you SELL SHARES BY MAIL? Write a letter of instruction 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 regular business day, your call must be
received by the Transfer Agent by the close of the 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-sponsored qualified retirement plan
account or under a share certificate by telephone.
     o   To redeem shares through a service representative or automatically on PhoneLink, call 1.800.225.5677.
         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 seven-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 or by Wire. 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.

         If you have requested Federal Funds wire privileges for your account, the wire of the redemption
         proceeds will normally be transmitted on the next bank business day after the shares are redeemed. There
         is a possibility that the wire may be delayed up to seven days to enable the Fund to sell securities to
         pay the redemption proceeds. No dividends are accrued or paid on the proceeds of shares that have been
         redeemed and are awaiting transmittal by wire.


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

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 seven days before you can

         exchange them. After the account is open seven days, you can exchange shares any 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 1.800.225.5677. 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
         or by using PhoneLink for automated exchanges by calling  1.800.225.5677.  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 redeemed from one fund and are normally purchased from the other fund in the same transaction
         on the same regular business day on which the Transfer Agent or its agent (such as a financial
         intermediary holding the investor's shares in an omnibus account) 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.  The Transfer Agent may
         delay the reinvestment of the proceeds of an exchange up to seven business days if it determines in its
         discretion that an earlier transmittal of the redemption proceeds to the receiving fund would be
         detrimental to the Fund from which the exchange is made or to the receiving fund.
o        The interests of the Fund's shareholders and the Fund's ability to manage its investments may be
         adversely affected when its shares are repeatedly exchanged over the short term.  When large dollar
         amounts are involved, the Fund's implementation of its investment strategies may be negatively affected
         or the Fund might have to raise or retain more cash than the portfolio manager would normally retain, to
         meet unanticipated redemptions.  Frequent exchange activity also may force the Fund to sell portfolio
         securities at disadvantageous times to raise the cash needed to meet those exchange requests.  These
         factors might hurt the Fund's performance.  When the Transfer Agent in its discretion believes frequent
         trading activity by any person, group or account would have a disruptive effect on the Fund's ability to
         manage its investments, the Fund and the Transfer Agent may reject purchase orders and/or exchanges into
         the Fund.  The history of exchange activity in all accounts known by the Transfer Agent to be under
         common ownership or control within the Oppenheimer funds complex may be considered by the Transfer
         Agent, with respect to the review of exchanges involving this Fund as part of the Transfer Agent's
         procedures to detect and deter excessive exchange activity.  The Transfer Agent may permit exchanges
         that it believes in the exercise of its judgment are not disruptive.  The Transfer Agent might not be
         able to detect frequent exchange activity conducted by the underlying owners of shares held in omnibus
         accounts, and therefore might not be able to effectively prevent frequent exchange activity in those
         accounts.  There is no guarantee that the Transfer Agent's controls and procedures will be successful to
         identify investors who engage in excessive trading activity or to curtail that activity.

         As stated above, the Fund permits dealers or financial intermediaries to submit exchange requests on
         behalf of their customers (unless the customer has revoked that authority).  The Manager, the
         Distributor and/or the Transfer Agent have agreements with a limited number of broker-dealers and
         investment advisers permitting them to submit exchange orders in bulk on behalf of their clients,
         provided that those broker-dealers or advisers agree to restrictions on their exchange activity (which
         are more stringent than the restrictions that apply to other shareholders).  Those restrictions include
         limitations on the funds available for exchanges, the requirement to give advance notice of exchanges to
         the Transfer Agent, and limits on the amount of client assets that may be invested in a particular
         fund.  The Fund and its Transfer Agent may restrict or refuse bulk exchange requests submitted by a
         financial intermediary on behalf of a large number of accounts (including pursuant to the arrangements
         described above) if, in the Transfer Agent's judgment exercised in its discretion, those exchanges would
         be disruptive to either fund in the exchange transaction.

     o   The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund may refuse any
         exchange order and is currently not obligated to provide notice before rejecting an exchange order.
     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.
A $12 annual "Minimum Balance Fee" is assessed on each Fund account with a value of less than $500. The fee is
         automatically deducted from each applicable Fund account annually on or about the second to last
         "regular business day" of September.  See the Statement of Additional Information (shareholders may visit
         the OppenheimerFunds website) to learn how you can avoid this fee and for circumstances under which this
         fee will not be assessed.

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 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 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 or by
         Federal Funds wire (as elected by the shareholder) within seven days after the Transfer Agent receives
         redemption instructions in proper form. However, under unusual circumstances determined by the
         Securities and Exchange Commission, payment may be delayed or suspended. For accounts registered in the
         name of a broker-dealer, payment will normally be forwarded within three business days after redemption.

The Transfer Agent may delay processing any type of redemption payment as described under "How to Sell Shares"
         for recently purchased shares, but only until the purchase payment has cleared. That delay may be as
         much as 10 days from the date the shares were purchased. That delay may be avoided if you purchase
         shares by Federal Funds wire or certified check, 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 liquid securities from
         the Fund's portfolio. If the Fund redeems your shares in kind, you may bear transaction costs and will
         bear market risks until such time as such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of birth (for a natural person), your
         residential street address or principal place of business and your Social Security Number, Employer
         Identification Number or other government issued identification when you open an account. Additional
         information may be required in certain circumstances or to open corporate accounts.  The Fund or the
         Transfer Agent may use this information to attempt to verify your identity.  The Fund may not be able to
         establish an account if the necessary information is not received.  The Fund may also place limits on
         account transactions while it is in the process of attempting to verify your identity.  Additionally, if
         the Fund is unable to verify your identity after your account is established, the Fund may be required
         to redeem your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable dividends, distributions and redemption
         proceeds (including exchanges) if you fail to furnish the 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
         1.800.225.5677. You may also notify the Transfer Agent in writing. Individual copies of prospectuses,
         reports and privacy notices will be sent to you commencing within 30 days after the Transfer Agent
         receives your request to stop householding.

Dividends, Capital Gains and Taxes


Dividends.  The Fund intends to declare  dividends  separately for each class of shares from net investment  income
on an annual  basis and to pay them to  shareholders  in  December  on a date  selected  by the Board of  Trustees.
Dividends and  distributions  paid to 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 shares.  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 CHOICES DO YOU HAVE 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 the 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.


         The Fund intends each year to qualify as a "regulated investment company" under the Internal Revenue
Code, but reserves the right not to qualify.  It qualified during its last fiscal year.  The Fund, as a regulated
investment company, will not be subject to Federal income taxes on any of its income, provided that it satisfies
certain income, diversification and distribution requirements.


Avoid "Buying a Distribution." If you buy shares on or just before the ex-dividend date, or just before the Fund
         declares a capital gains 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 prices fluctuate, 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  advisor  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 registered public accounting firm, 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,                   2004               2003            2002              2001            2000
- -------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     35.39        $     30.72     $     41.11       $     62.12     $     44.73
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                        .01               (.05)           (.09)              .10            (.02)
Net realized and unrealized gain (loss)            2.17               4.72           (9.31)           (15.86)          20.63
                                            -----------------------------------------------------------------------------------
Total from investment operations                   2.18               4.67           (9.40)           (15.76)          20.61
- -------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Distributions from net realized gain                 --                 --            (.99)            (5.25)          (3.22)
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $     37.57        $     35.39     $     30.72       $     41.11     $     62.12
                                            ===================================================================================

- -------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 1                 6.16%             15.20%         (23.48)%          (26.38)%         48.01%
- -------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 5,218,310        $ 4,288,332     $ 3,219,391       $ 3,055,197     $ 3,648,961
- -------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $ 4,971,315        $ 3,655,594     $ 3,204,793       $ 3,255,995     $ 2,898,088
- -------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment income (loss)                       0.09%             (0.11)%         (0.15)%            0.28%           0.00%
Total expenses                                     1.09% 3,4          1.17% 3         1.22% 3,4         1.03% 3         1.06% 3
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              45%                42%             28%               46%             44%


1. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

3. Reduction to custodian expenses less than 0.01%.

4. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   28 | OPPENHEIMER CAPITAL APPRECIATION FUND




CLASS B    YEAR ENDED AUGUST 31,                         2004           2003           2002             2001           2000
- -----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $     33.09    $     28.95    $     39.09      $     59.80    $     43.48
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                      (.36)          (.31)          (.26)            (.07)          (.20)
Net realized and unrealized gain (loss)                  2.09           4.45          (8.89)          (15.39)         19.74
                                                  ---------------------------------------------------------------------------
Total from investment operations                         1.73           4.14          (9.15)          (15.46)         19.54
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                       --             --           (.99)           (5.25)         (3.22)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $     34.82    $     33.09    $     28.95      $     39.09    $     59.80
                                                  ===========================================================================

- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 1                       5.23%         14.30%        (24.07)%         (26.95)%        46.88%
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)          $ 1,104,348    $ 1,114,052    $ 1,029,322      $ 1,242,098    $ 1,333,387
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $ 1,169,402    $ 1,001,311    $ 1,221,005      $ 1,265,753    $   922,480
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment loss                                     (0.81)%        (0.89)%        (0.92)%          (0.48)%        (0.76)%
Total expenses                                           1.99%          2.10%          1.99%            1.80%          1.83%
Expenses after payments and waivers
and reduction to custodian expenses                      1.97%          1.96%           N/A 3,4          N/A 3          N/A 3
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    45%            42%            28%              46%            44%


1. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

3. Reduction to custodian expenses less than 0.01%.

4. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   29 | OPPENHEIMER CAPITAL APPRECIATION FUND


FINANCIAL HIGHLIGHTS  Continued
- --------------------------------------------------------------------------------



CLASS C    YEAR ENDED AUGUST 31,                       2004            2003          2002            2001          2000
- --------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $   32.72       $   28.63     $   38.64       $   59.19     $   43.06
- --------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                    (.16)           (.23)         (.11)           (.01)         (.18)
Net realized and unrealized gain (loss)                1.91            4.32         (8.91)         (15.29)        19.53
                                                  ------------------------------------------------------------------------
Total from investment operations                       1.75            4.09         (9.02)         (15.30)        19.35
- --------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                     --              --          (.99)          (5.25)        (3.22)
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $   34.47       $   32.72     $   28.63       $   38.64     $   59.19
                                                  ========================================================================

- --------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 1                     5.35%          14.28%       (24.01)%        (26.95)%       46.89%
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)          $ 638,676       $ 540,118     $ 450,989       $ 426,476     $ 402,442
- --------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $ 623,172       $ 463,768     $ 477,369       $ 400,009     $ 278,800
- --------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment loss                                   (0.69)%         (0.89)%       (0.87)%         (0.48)%       (0.76)%
Total expenses                                         1.87% 3,4       1.96% 3       1.94% 3,4       1.80% 3       1.83% 3
- --------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                  45%             42%           28%             46%           44%


1. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

3. Reduction to custodian expenses less than 0.01%.

4. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   30 | OPPENHEIMER CAPITAL APPRECIATION FUND




CLASS N    YEAR ENDED AUGUST 31,                         2004         2003        2002       2001 1
- -----------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------
Net asset value, beginning of period                $   35.17    $   30.60    $  41.05      $ 45.58
- -----------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                      (.08)        (.10)       (.07) 2      (.01)
Net realized and unrealized gain (loss)                  2.12         4.67       (9.39) 2     (4.52)
                                                    -------------------------------------------------
Total from investment operations                         2.04         4.57       (9.46)       (4.53)
- -----------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                       --           --        (.99)          --
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period                      $   37.21    $   35.17    $  30.60      $ 41.05
                                                    =================================================

- -----------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                       5.80%       14.94%     (23.67)%      (9.94)%
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)            $ 190,696    $ 111,374    $ 72,178      $ 6,791
- -----------------------------------------------------------------------------------------------------
Average net assets (in thousands)                   $ 154,605    $  86,761    $ 38,232      $ 3,173
- -----------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                     (0.25)%      (0.35)%     (0.37)%      (0.11)%
Total expenses                                           1.46%        1.46%       1.46%        1.36%
Expenses after payments and waivers and reduction
to custodian expenses                                    1.44%        1.42%        N/A 5,6      N/A 5
- -----------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    45%          42%         28%          46%


1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.

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

3. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

5. Reduction to custodian expenses less than 0.01%.

6. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   31 | OPPENHEIMER CAPITAL APPRECIATION FUND


FINANCIAL HIGHLIGHTS  Continued
- --------------------------------------------------------------------------------



CLASS Y    YEAR ENDED AUGUST 31,                         2004            2003            2002            2001            2000
- --------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $     36.04     $     31.16       $   41.55     $     62.51     $     44.81
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                     .09             .01             .02 1           .27             .13
Net realized and unrealized gain (loss)                  2.27            4.87           (9.42) 1       (15.98)          20.79
                                                  ------------------------------------------------------------------------------
Total from investment operations                         2.36            4.88           (9.40)         (15.71)          20.92
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                       --              --            (.99)          (5.25)          (3.22)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $     38.40     $     36.04       $   31.16     $     41.55     $     62.51
                                                  ==============================================================================

- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                       6.55%          15.66%         (23.23)%        (26.12)%         48.64%
- --------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)          $ 1,391,718     $ 1,152,318       $ 864,437     $   974,820     $ 1,295,087
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $ 1,327,404     $   930,500       $ 968,867     $ 1,095,575     $   855,270
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                    0.47%           0.29%           0.17%           0.66%           0.45%
Total expenses                                           0.71% 4         0.78% 4,5       0.89% 4         0.66% 4         0.64% 4
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    45%             42%            28%              46%             44%


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

2. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

4. Reduction to custodian expenses less than 0.01%.

5. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   32 | OPPENHEIMER CAPITAL APPRECIATION FUND







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.CALL OPP (225.5677)
- ------------------------------------------- ---------------------------------------------------------------------
- ------------------------------------------- ---------------------------------------------------------------------
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 download documents
                                            on the OppenheimerFunds website: 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 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 shares are distributed by:                 [logo] OppenheimerFunds Distributor, Inc.
The Fund's SEC File No.: 811-3105
PR0320.001.1004
Printed on recycled paper




                                           APPENDIX TO THE PROSPECTUS OF
                                       OPPENHEIMER CAPITAL APPRECIATION FUND

         Graphic material included in the Prospectus of Oppenheimer Capital Appreciation Fund ("the Fund")
"Annual Total Returns (Class A) (% as of 12/31 each year)":

         A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a
hypothetical investment in Class A shares of the Fund for each of the ten most recent calendar years, without
deducting sales charges.  Set forth below are the relevant data points that will appear in the bar chart:


- ------------------------------------------------ -------------------------------------------------
             Calendar Year Ended:                              Annual Total Returns
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------

- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/94                                                                    0.46%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/95                                                              34.85%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/96                                                              27.96%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/97                                                              26.33%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/98                                                              24.04%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/99                                                              42.09%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/00                                                              -1.29%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/01                                                             -12.69%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------
12/31/02                                                             -26.26%
- ------------------------------------------------ -------------------------------------------------
- ------------------------------------------------ -------------------------------------------------

12/31/03                                                              29.46%

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



STATEMENT OF ADDITIONAL INFORMATION



Oppenheimer Capital Appreciation Fund
6803 South Tucson Way, Centennial, Colorado 80112-3924
1.800.CALL OPP (225.5677)


Statement of Additional Information dated October 25, 2004

         This Statement of Additional Information is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus dated October 25, 2004.  It should be read
together with the Prospectus. You can obtain the Prospectus by writing to the Fund's Transfer Agent,
OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217, or by calling the Transfer Agent at the
toll-free number shown above, or by downloading it from the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.


Contents
                                                                                                        Page
About the Fund

Additional Information About the Fund's Investment Policies and Risks...................................  2
     The Fund's Investment Policies.....................................................................  2
     Other Investment Techniques and Strategies.........................................................  5
     Other Investment Restrictions......................................................................  19
How the Fund is Managed ................................................................................  21
     Organization and History...........................................................................  21
     Board of Trustees and Oversight Committees.........................................................  22
     Trustees and Officers of the Fund..................................................................  23
     The Manager........................................................................................  31
Brokerage Policies of the Fund..........................................................................  34
Distribution and Service Plans..........................................................................  36
Performance of the Fund.................................................................................  41


About Your Account

How To Buy Shares.......................................................................................  45
How To Sell Shares......................................................................................  56
How To Exchange Shares..................................................................................  60
Dividends, Capital Gains and Taxes......................................................................  64
Additional Information About the Fund...................................................................  68


Financial Information About the Fund

Independent Registered Public Accounting Firms' Report..................................................  69
Financial Statements....................................................................................  70


Appendix A: Industry Classifications....................................................................  A-1
Appendix B: Special Sales Charge Arrangements and Waivers...............................................  B-1


ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

         The investment objective, the principal investment policies and the main risks of the Fund are described
in the Prospectus. This Statement of Additional Information contains supplemental information about those
policies and risks and the types of securities that the Fund's investment Manager, OppenheimerFunds, Inc. (the
"Manager"), can select for the Fund. Additional information is also provided about the strategies that the Fund
may use to try to achieve its objective.

The Fund's Investment Policies


         The composition of the Fund's portfolio and the techniques and strategies that the Fund's Manager may
use in selecting portfolio securities will vary over time. The Fund is not required to use all of the investment
techniques and strategies described below at all times in seeking its objective. It may use some of the special
investment techniques and strategies at some times or not at all.


|X|      Cyclical Opportunities. The Fund might also seek to take advantage of changes in the business cycle by
investing in companies that are sensitive to those changes if the Manager believes they have growth potential.
For example, when the economy is expanding, companies in the consumer durables and technology sectors might
benefit and offer long-term growth opportunities. Other cyclical industries include insurance, for example. The
Fund focuses on seeking growth over the long term, but could seek to take tactical advantage of short-term market
movements or events affecting particular issuers or industries.

|X|      Investments in Equity Securities. The Fund focuses its investments in equity securities. Equity
securities include common stocks, preferred stocks, rights and warrants, and securities convertible into common
stock. The Fund's investments may include stocks of companies of all market capitalization ranges: small-cap,
mid-cap and large-cap. At times, the Fund may increase its emphasis on equity investments in securities of one or
more capitalization ranges, based upon the Manager's judgment of where are the best market opportunities to seek
the Fund's objective. It may use some of the specific investment techniques and strategies some times or not at
all.

         In selecting securities for the Fund's portfolio, the Manager evaluates a number of factors, including
among them:

|_|      the history of the issuer's operations and financial results,
|_|      prospects for the industry of which the issuer is part,
|_|      pending product developments and those of competitors,
|_|      the effect of general market and economic conditions on the issuer's business,
|_|      legislative proposals that might affect the issuer, and
|_|      the issuer's current financial condition.

         Current income is not a criterion used to select equity securities. However, certain debt securities may
be selected for the Fund's portfolio for defensive purposes (including debt securities that the Manager believes
may offer some opportunities for capital appreciation when stocks are disfavored).
         The Fund can invest in securities of small cap issuers (having market capitalizations of less than $1
billion). Securities of small capitalization issuers may be subject to greater price volatility in general than
securities of large-cap and mid-cap companies. Therefore, to the degree that the Fund has investments in smaller
capitalization companies at times of market volatility, the Fund's share price may fluctuate more. As noted
below, the Fund limits investments in unseasoned small cap issuers.

|_|      Convertible Securities. While convertible securities are a form of debt security, in many cases, their
conversion feature (allowing conversion into equity securities) causes them to be regarded more as "equity
equivalents."  As a result, the credit rating assigned to the security has less impact on the Manager's
investment decision with respect to convertible securities than in the case of non-convertible fixed income
securities. The value of a convertible security is a function of its "investment value" and its "conversion
value." If the investment value exceeds the conversion value, the security will behave more like a debt security
and the security's price will likely increase when interest rates fall and decrease when interest rates rise. If
the conversion value exceeds the investment value, the security will behave more like an equity security. In that
case it will likely sell at a premium over its conversion value and its price will tend to fluctuate directly
with the price of the underlying security. To determine whether convertible securities should be regarded as
"equity equivalents," the Manager examines the following factors:
(1)      whether, at the option of the investor, the convertible security can be exchanged for a fixed number of
              shares of common stock of the issuer,
(2)      whether the issuer of the convertible securities has restated its earnings per share of common stock on
              a fully diluted basis (considering the effect of conversion of the convertible securities), and
(3)      the extent to which the convertible security may be a defensive "equity substitute," providing the
              ability to participate in any appreciation in the price of the issuer's common stock.

|_|      Preferred Stock. Preferred stock, unlike common stock, has a stated dividend rate payable from the
corporation's earnings. Preferred stock dividends may be cumulative or non-cumulative, participating, or auction
rate. "Cumulative" dividend provisions require all or a portion of prior unpaid dividends to be paid before
dividends can be paid to the issuer's common stock. "Participating" preferred stock may be entitled to a dividend
exceeding the stated dividend in certain cases.

         If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price
of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions
allowing the stock to be called or redeemed prior to its maturity, which can have a negative impact on the
stock's price when interest rates decline. Preferred stock generally has a preference over common stock on the
distribution of a corporation's assets in the event of liquidation of the corporation. The rights of preferred
stock on distribution of a corporation's assets in the event of a liquidation are generally subordinate to the
rights associated with a corporation's debt securities.

|_|      Rights and Warrants. The Fund may invest up to 5% of its total assets in warrants or rights. That 5%
limit does not apply to warrants and rights the Fund has acquired as part of units of securities or that are
attached to other securities that the Fund buys. Warrants basically are options to purchase equity securities at
specific prices valid for a specific period of time. Their prices do not necessarily move parallel to the prices
of the underlying securities. Rights are similar to warrants, but normally have a short duration and are
distributed directly by the issuer to its shareholders. Rights and warrants have no voting rights, receive no
dividends and have no rights with respect to the assets of the issuer.


|X|      Foreign Securities. The Fund can purchase equity securities issued or guaranteed by foreign companies or
debt securities issued by foreign governments. "Foreign securities" include equity and debt securities of
companies organized under the laws of countries other than the United States. They may be traded on foreign
securities exchanges or in the foreign over-the-counter markets. The Fund currently does not expect to have more
than 35% of its total assets invested in foreign securities, although it has the ability to invest in them
without limit.


         Securities of foreign issuers that are represented by American Depository Receipts or that are listed on
a U.S. securities exchange or traded in the U.S. over-the-counter markets are not considered "foreign securities"
for the purpose of the Fund's investment allocations. That is because they are not subject to many of the special
considerations and risks, discussed below, that apply to foreign securities traded and held abroad.

         Because the Fund may purchase securities denominated in foreign currencies, a change in the value of
such foreign currency against the U.S. dollar will result in a change in the amount of income the Fund has
available for distribution. Because a portion of the Fund's investment income may be received in foreign
currencies, the Fund will be required to compute its income in U.S. dollars for distribution to shareholders, and
therefore the Fund will absorb the cost of currency fluctuations. After the Fund has distributed income,
subsequent foreign currency losses may result in the Fund's having distributed more income in a particular fiscal
period than was available from investment income, which could result in a return of capital to shareholders.

         Investing in foreign securities offers potential benefits not available from investing solely in
securities of domestic issuers. They include the opportunity to invest in foreign issuers that appear to offer
growth potential, or in foreign countries with economic policies or business cycles different from those of the
U.S., or to reduce fluctuations in portfolio value by taking advantage of foreign stock markets that do not move
in a manner parallel to U.S. markets. The Fund will hold foreign currency only in connection with the purchase or
sale of foreign securities.

|_|      Risks of Foreign Investing. Investments in foreign securities may offer special opportunities for
investing but also present special additional risks and considerations not typically associated with investments
in domestic securities. Some of these additional risks are:
o        reduction of income by foreign taxes;

o        fluctuation in value of foreign investments due to changes in currency rates, currency devaluation or
              currency control regulations (for example, currency blockage);

o        transaction charges for currency exchange;
o        lack of public information about foreign issuers;
o        lack of uniform accounting, auditing and financial reporting standards in foreign countries comparable
              to those applicable to domestic issuers;
o        less volume on foreign exchanges than on U.S. exchanges;
o        greater volatility and less liquidity on foreign markets than in the U.S.;
o        less governmental regulation of foreign issuers, stock exchanges and brokers than in the U.S.;
o        greater difficulties in commencing lawsuits;
o        higher brokerage commission rates than in the U.S.;
o        increased risks of delays in settlement of portfolio transactions or loss of certificates for portfolio
              securities;

o        foreign withholding taxes on interest and dividends;

o        possibilities in some countries of expropriation, confiscatory taxation, political, financial or social
              instability or adverse diplomatic developments; and
o        unfavorable differences between the U.S. economy and foreign economies.

         In the past, U.S. Government policies have discouraged certain investments abroad by U.S. investors,
through taxation or other restrictions, and it is possible that such restrictions could be re-imposed.


|X|      Passive Foreign Investment Companies.  Some securities of corporations domiciled outside the U.S. which
the Fund may purchase, may be considered passive foreign investment companies ("PFICs") under U.S. tax laws.
PFICs are those foreign corporations which generate primarily passive income. They tend to be growth companies or
"start-up" companies. For federal tax purposes, a corporation is deemed a PFIC if 75% or more of the foreign
corporation's gross income for the income year is passive income or if 50% or more of its assets are assets that
produce or are held to produce passive income. Passive income is further defined as any income to be considered
foreign personal holding company income within the subpart F provisions defined by IRCss.954.

         Investing in PFICs involves the risks associated with investing in foreign securities, as described
above. There are also the risks that the Fund may not realize that a foreign corporation it invests in is a PFIC
for federal tax purposes. Federal tax laws impose severe tax penalties for failure to properly report investment
income from PFICs. Following industry standards, the Fund makes every effort to ensure compliance with federal
tax reporting of these investments. PFICs are considered foreign securities for the purposes of the Fund's
minimum percentage requirements or limitations of investing in foreign securities.


|X|      Portfolio Turnover. "Portfolio turnover" describes the rate at which the Fund traded its portfolio
securities during its last fiscal year. For example, if a fund sold all of its securities during the year, its
portfolio turnover rate would have been 100%. The Fund's portfolio turnover rate will fluctuate from year to
year, although the Fund does not expect to have a portfolio turnover rate of more than 100% annually. Increased
portfolio turnover creates higher brokerage and transaction costs for the Fund, which may reduce its overall
performance. Additionally, the realization of capital gains from selling portfolio securities may result in
distributions of taxable long-term capital gains to shareholders, since the Fund will normally distribute all of
its capital gains realized each year, to avoid excise taxes under the Internal Revenue Code.

Other Investment Techniques and Strategies.  In seeking its objective, the Fund may from time to time use the
types of investment strategies and investments described below. It is not required to use all of these strategies
at all times, and at times may not use them.

|X|      Investing in Small, Unseasoned Companies. The Fund can invest in securities of small, unseasoned
companies. These are companies that have been in operation for less than three years, including the operations of
any predecessors. Securities of these companies may be subject to volatility in their prices. They may have a
limited trading market, which may adversely affect the Fund's ability to dispose of them and can reduce the price
the Fund might be able to obtain for them. Other investors that own a security issued by a small, unseasoned
issuer for which there is limited liquidity might trade the security when the Fund is attempting to dispose of
its holdings of that security. In that case the Fund might receive a lower price for its holdings than might
otherwise be obtained. The Fund currently intends to invest no more than 5% of its net assets in those securities.
|X|      Investment in Other Investment Companies. The Fund can also invest in the securities of other investment
companies, which can include open-end funds, closed-end funds and unit investment trusts, subject to the limits
set forth in the Investment Company Act of 1940, as amended (the "Investment Company Act") that apply to those
types of investments.  For example, the Fund can invest in Exchange-Traded Funds, which are typically open-end
funds or unit investment trusts, listed on a stock exchange.  The Fund might do so as a way of gaining exposure
to the segments of the equity or fixed-income markets represented by the Exchange-Traded Funds' portfolio, at
times when the Fund may not be able to buy those portfolio securities directly.

         Investing in another investment company may involve the payment of substantial premiums above the value
of such investment company's portfolio securities and is subject to limitations under the Investment Company
Act.  The Fund does not intend to invest in other investment companies unless the Manager believes that the
potential benefits of the investment justify the payment of any premiums or sales charges.  As a shareholder of
an investment company, the Fund would be subject to its ratable share of that investment company's expenses,
including its advisory and administration expenses.  The Fund does not anticipate investing a substantial amount
of its net assets in shares of other investment companies.

|X|      Repurchase Agreements. The Fund can acquire securities subject to repurchase agreements. It might do so
for liquidity purposes to meet anticipated redemptions of Fund shares, or pending the investment of the proceeds
from sales of Fund shares, or pending the settlement of portfolio securities transactions, or for temporary
defensive purposes, as described below.

         In a repurchase transaction, the Fund buys a security from, and simultaneously resells it to, an
approved vendor for delivery on an agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period during which the repurchase agreement
is in effect. Approved vendors include U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers
that have been designated as primary dealers in government securities. They must meet credit requirements set by
the Manager from time to time.

         The majority of these transactions run from day to day, and delivery pursuant to the resale typically
occurs within one to five days of the purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's limits on holding illiquid investments. The Fund will not enter into a repurchase agreement
that causes more than 10% of its net assets to be subject to repurchase agreements having a maturity beyond seven
days. There is no limit on the amount of the Fund's net assets that may be subject to repurchase agreements
having maturities of seven days or less.

         Repurchase agreements, considered "loans" under the Investment Company Act, are collateralized by the
underlying security. The Fund's repurchase agreements require that at all times while the repurchase agreement is
in effect, the value of the collateral must equal or exceed the repurchase price to fully collateralize the
repayment obligation. However, if the vendor fails to pay the resale price on the delivery date, the Fund may
incur costs in disposing of the collateral and may experience losses if there is any delay in its ability to do
so. The Manager will impose creditworthiness requirements to confirm that the vendor is financially sound and
will continuously monitor the collateral's value.

         Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the "SEC"), the Fund,
along with other affiliated entities managed by the Manager, may transfer uninvested cash balances into one or
more joint repurchase agreement accounts.  These balances are invested in one or more repurchase agreements,
secured by U.S. Government securities.  Securities that are pledged as collateral for repurchase agreements are
held by a custodian bank until the agreements mature. Each joint repurchase arrangement requires that the market
value of the collateral be sufficient to cover payments of interest and principal; however, in the event of
default by the other party to the agreement, retention or sale of the collateral may be subject to legal
proceedings.

|X|      Illiquid and Restricted Securities. Under the policies and procedures established by the Fund's Board of
Trustees, the Manager determines the liquidity of certain of the Fund's investments. To enable the Fund to sell
its holdings of a restricted security not registered under applicable securities laws, the Fund may have to cause
those securities to be registered. The expenses of registering restricted securities may be negotiated by the
Fund with the issuer at the time the Fund buys the securities. When the Fund must arrange registration because
the Fund wishes to sell the security, a considerable period may elapse between the time the decision is made to
sell the security and the time the security is registered so that the Fund could sell it. The Fund would bear the
risks of any downward price fluctuation during that period.

         The Fund can also acquire restricted securities through private placements. Those securities have
contractual restrictions on their public resale. Those restrictions might limit the Fund's ability to dispose of
the securities and might lower the amount the Fund could realize upon the sale.

         The Fund has limitations that apply to purchases of restricted securities, as stated in the Prospectus.
Those percentage restrictions do not limit purchases of restricted securities that are eligible for sale to
qualified institutional purchasers under Rule 144A of the Securities Act of 1933, as amended, if those securities
have been determined to be liquid by the Manager under Board-approved guidelines. Those guidelines take into
account the trading activity for such securities and the availability of reliable pricing information, among
other factors. If there is a lack of trading interest in a particular Rule 144A security, the Fund's holdings of
that security may be considered to be illiquid.

         Illiquid securities include repurchase agreements maturing in more than seven days and participation
interests that do not have puts exercisable within seven days.

|X|      Loans of Portfolio Securities. To raise cash for liquidity purposes, the Fund can lend its portfolio
securities to brokers, dealers and other types of financial institutions approved by the Fund's Board of
Trustees. As a fundamental policy, these loans are limited to not more than 25% of the value of the Fund's total
assets. The Fund currently does not intend to engage in loans of securities, but if it does so, such loans will
not likely exceed 5% of the Fund's total assets.

         There are some risks in connection with securities lending. The Fund might experience a delay in
receiving additional collateral to secure a loan, or a delay in recovery of the loaned securities if the borrower
defaults. The Fund must receive collateral for a loan. Under current applicable regulatory requirements (which
are subject to change), on each business day the loan collateral must be at least equal to the value of the
loaned securities. It must consist of cash, bank letters of credit, securities of the U.S. Government or its
agencies or instrumentalities, or other cash equivalents in which the Fund is permitted to invest. To be
acceptable as collateral, letters of credit must obligate a bank to pay amounts demanded by the Fund if the
demand meets the terms of the letter. The terms of the letter of credit and the issuing bank both must be
satisfactory to the Fund.
         When it lends securities, the Fund receives amounts equal to the dividends or interest on loaned
securities. It also receives one or more of (a) negotiated loan fees, (b) interest on securities used as
collateral, and (c) interest on any short-term debt securities purchased with such loan collateral. Either type
of interest may be shared with the borrower. The Fund may also pay reasonable finder's, custodian and
administrative fees in connection with these loans. The terms of the Fund's loans must meet applicable tests
under the Internal Revenue Code and must permit the Fund to reacquire loaned securities on five days' notice or
in time to vote on any important matter.


         |      Borrowing.  The Fund has the ability to borrow from banks on an unsecured basis to invest the
                      borrowed funds in portfolio securities. This speculative technique is known as "leverage."
                      The Fund may not borrow money, except to the extent permitted under the Investment Company
                      Act, the rules or regulations thereunder or any exemption therefrom that is applicable to
                      the Fund, as such statute, rules or regulations may be amended or interpreted from time to
                      time.  Currently, under the Investment Company Act, a mutual fund may borrow only from
                      banks and the maximum amount it may borrow is up to one-third of its total assets
                      (including the amount borrowed less all liabilities and  indebtedness  other than borrowing),

except  that a fund may borrow up to 5% of its total  assets for  temporary  purposes  from any  person.  Under the
Investment  Company Act, there is a rebuttable  presumption that a loan is temporary if it is repaid within 60 days
and not extended or renewed.  Any such borrowing will be made only pursuant to the  requirements  of the Investment
Company Act and will be made only to the extent that the value of each Fund's  assets less its  liabilities,  other
than borrowings,  is equal to at least 300% of all borrowings  including the proposed borrowing.  If the value of a
Fund's assets, so computed,  should fail to meet the 300% asset coverage requirement,  the Fund is required, within
three business days to reduce its bank debt to the extent  necessary to meet such  requirement and may have to sell
a portion of its investments at a time when independent investment judgment would not dictate such sale.

         The Fund will pay interest on these loans, and that interest expense will raise the overall expenses of
the Fund and reduce its returns. If it does borrow, its expenses will be greater than comparable funds that do
not borrow for leverage. Additionally, the Fund's net asset value per share might fluctuate more than that of
funds that do not borrow. Currently, the Fund does not contemplate using this technique, but if it does so, it
will not likely do so to a substantial degree.

|X|      Debt Securities. While the Fund does not invest for the purpose of seeking current income, at times
certain debt securities may be selected for investment by the Fund for defensive purposes, as described below.
For example, when the stock market is volatile, or when the portfolio manager believes that growth opportunities
in stocks are not attractive, certain debt securities might provide not only defensive opportunities but also
some opportunities for capital appreciation. These investments could include corporate bonds and notes of U.S.
companies, as well as U.S. government securities, especially zero-coupon or "stripped" U. S. government
securities. It is not expected that this will be a significant portfolio strategy of the Fund under normal market
circumstances.

|_|      Zero-Coupon Securities. The Fund may buy zero-coupon and delayed interest debt securities of U.S.
issuers. Zero-coupon securities do not make periodic interest payments and are sold at a deep discount from their
face value. The buyer recognizes a rate of return determined by the gradual appreciation of the security, which
is redeemed at face value on a specified maturity date. This discount depends on the time remaining until
maturity, as well as prevailing interest rates, the liquidity of the security and the credit quality of the
issuer. In the absence of threats to the issuer's credit quality, the discount typically decreases as the
maturity date approaches. Some zero-coupon securities are convertible, in that they are zero-coupon securities
until a predetermined date, at which time they convert to a security with a specified coupon rate.

         Because zero-coupon securities pay no interest and compound semi-annually at the rate fixed at the time
of their issuance, their value is generally more volatile than the value of other debt securities. Their value
may fall more dramatically than the value of interest-bearing securities when interest rates rise. When
prevailing interest rates fall, zero-coupon securities tend to rise more rapidly in value because they have a
fixed rate of return.

         Investing in zero-coupon securities could cause the Fund to recognize income and make distributions to
shareholders before it receives any cash payments on the zero-coupon investment. To generate cash to satisfy
those distribution requirements, the Fund might have to sell portfolio securities that it otherwise might have
continued to hold or to use cash flows from other sources such as the sale of Fund shares.

|_|      Credit Risk. Debt securities are subject to credit risk. Credit risk relates to the ability of the
issuer of a debt security to make interest or principal payments on the security as they become due. If the
issuer fails to pay interest, the Fund's income may be reduced and if the issuer fails to repay principal, the
value of that bond and of the Fund's shares may be reduced. The Manager may rely to some extent on credit ratings
by nationally recognized rating agencies in evaluating the credit risk of securities selected for the Fund's
portfolio. It may also use its own research and analysis. Many factors affect an issuer's ability to make timely
payments, and the credit risks of a particular security may change over time.

|_|      Interest Rate Risks. In addition to credit risks, debt securities are subject to changes in value when
prevailing interest rates change. When prevailing interest rates fall, the values of outstanding debt securities
generally rise, and the bonds may sell for more than their face amount. When prevailing interest rates rise, the
values of outstanding debt securities generally decline, and the bonds may sell at a discount from their face
amount. The magnitude of these price changes is generally greater for bonds with longer maturities. Therefore,
when the average maturity of the Fund's debt securities is longer, its share price may fluctuate more when
interest rates change.

|X|      Derivatives. The Fund can invest in a variety of derivative investments to seek income for liquidity
needs or for hedging purposes. Some derivative investments the Fund can use are the hedging instruments described
below in this Statement of Additional Information. However, the Fund does not use, and does not currently
contemplate using, derivatives or hedging instruments to a significant degree.

         Some of the derivative investments the Fund can use include debt exchangeable for common stock of an
issuer or "equity-linked debt securities" of an issuer. At maturity, the debt security is exchanged for common
stock of the issuer or it is payable in an amount based on the price of the issuer's common stock at the time of
maturity. Both alternatives present a risk that the amount payable at maturity will be less than the principal
amount of the debt because the price of the issuer's common stock may not be as high as the Manager expected.

|X|      Hedging. Although the Fund does not anticipate the extensive use of hedging instruments, the Fund can
use hedging instruments. To attempt to protect against declines in the market value of the Fund's portfolio, to
permit the Fund to retain unrealized gains in the value of portfolio securities which have appreciated, or to
facilitate selling securities for investment reasons, the Fund could:
|_|      sell futures contracts,
|_|      buy puts on such futures or on securities, or
|_|      write  covered  calls on  securities  or futures.  Covered  calls may also be used to increase  the Fund's
                  income, but the Manager does not expect to engage extensively in that practice.

         The Fund can use hedging to establish a position in the securities market as a temporary substitute for
purchasing particular securities. In that case the Fund would normally seek to purchase the securities and then
terminate that hedging position. The Fund might also use this type of hedge to attempt to protect against the
possibility that its portfolio securities would not be fully included in a rise in value of the market. To do so,
the Fund could:
|_|      buy futures, or
|_|      buy calls on such futures or on securities.

         The Fund's strategy of hedging with futures and options on futures will be incidental to the Fund's
activities in the underlying cash market. The particular hedging instruments the Fund can use are described
below. The Fund may employ new hedging instruments and strategies when they are developed, if those investment
methods are consistent with the Fund's investment objective and are permissible under applicable regulations
governing the Fund.

|_|      Futures. The Fund can buy and sell futures contracts that relate to (1) broadly-based stock indices
(these are referred to as "stock index futures"), (2) an individual stock ("single stock futures"), (3) other
broadly-based securities indices (these are referred to as "financial futures"), (4) debt securities (these are
referred to as "interest rate futures") and (5) foreign currencies (these are referred to as "forward contracts").

         A broadly-based stock index is used as the basis for trading stock index futures. They may in some cases
be based on stocks of issuers in a particular industry or group of industries. A stock index assigns relative
values to the common stocks included in the index and its value fluctuates in response to the changes in value of
the underlying stocks. A stock index cannot be purchased or sold directly. Financial futures are similar
contracts based on the future value of the basket of securities that comprise the index. These contracts obligate
the seller to deliver, and the purchaser to take, cash to settle the futures transaction. There is no delivery
made of the underlying securities to settle the futures obligation. Either party may also settle the transaction
by entering into an offsetting contract.

         An interest rate future obligates the seller to deliver (and the purchaser to take) cash or a specified
type of debt security to settle the futures transaction. Either party could also enter into an offsetting
contract to close out the position.  Similarly, a single stock future obligates the seller to deliver (and the
purchaser to take) cash or a specified equity security to settle the futures transaction. Either party could also
enter into an offsetting contract to close out the position.  Single stock futures trade on a very limited number
of exchanges, with contracts typically not fungible among the exchanges.


         Similarly, a single stock future obligates the seller to deliver (and the purchaser to take) cash or a
specified equity security to settle the futures transaction. Either party could also enter into an offsetting
contract to close out the position. Single stock futures trade on a very limited number of exchanges, with
contracts typically not fungible among the exchanges.


         No payment is paid or received by the Fund on the purchase or sale of a future. Upon entering into a
futures transaction, the Fund will be required to deposit an initial margin payment with the futures commission
merchant (the "futures broker"). Initial margin payments will be deposited with the Fund's custodian bank in an
account registered in the futures broker's name. However, the futures broker can gain access to that account only
under specified conditions. As the future is marked to market (that is, its value on the Fund's books is changed)
to reflect changes in its market value, subsequent margin payments, called variation margin, will be paid to or
by the futures broker daily.

         At any time prior to expiration of the future, the Fund may elect to close out its position by taking an
opposite position, at which time a final determination of variation margin is made and any additional cash must
be paid by or released to the Fund. Any loss or gain on the future is then realized by the Fund for tax purposes.
All futures transactions (except forward contracts) are effected through a clearinghouse associated with the
exchange on which the contracts are traded.

|_|      Put and Call Options. The Fund can buy and sell certain kinds of put options ("puts") and call options
("calls"). The Fund can buy and sell exchange-traded and over-the-counter put and call options, including index
options, securities options, currency options, commodities options, and options on the other types of futures
described above.

|_|      Writing Covered Call Options. The Fund can write (that is, sell) covered calls. If the Fund sells a call
option, it must be covered. That means the Fund must own the security subject to the call while the call is
outstanding, or, for certain types of calls, the call may be covered by segregating liquid assets to enable the
Fund to satisfy its obligations if the call is exercised. Up to 25% of the Fund's total assets may be subject to
calls the Fund writes.

         When the Fund writes a call on a security, it receives cash (a premium). The Fund agrees to sell the
underlying security to a purchaser of a corresponding call on the same security during the call period at a fixed
exercise price regardless of market price changes during the call period. The call period is usually not more
than nine months. The exercise price may differ from the market price of the underlying security. The Fund has
the risk of loss that the price of the underlying security may decline during the call period. That risk may be
offset to some extent by the premium the Fund receives. If the value of the investment does not rise above the
call price, it is likely that the call will lapse without being exercised. In that case the Fund would keep the
cash premium and the investment.

         When the Fund writes a call on an index, it receives cash (a premium). If the buyer of the call
exercises it, the Fund will pay an amount of cash equal to the difference between the closing price of the call
and the exercise price, multiplied by a specified multiple that determines the total value of the call for each
point of difference. If the value of the underlying investment does not rise above the call price, it is likely
that the call will lapse without being exercised. In that case, the fund would keep the cash premium.

         The Fund's custodian, or a securities depository acting for the custodian, will act as the Fund's escrow
agent, through the facilities of the Options Clearing Corporation ("OCC"), as to the investments on which the
Fund has written calls traded on exchanges or as to other acceptable escrow securities. In that way, no margin
will be required for such transactions. OCC will release the securities on the expiration of the option or when
the Fund enters into a closing transaction.

         When the Fund writes an over-the-counter ("OTC") option, it will enter into an arrangement with a
primary U.S. government securities dealer which will establish a formula price at which the Fund will have the
absolute right to repurchase that OTC option. The formula price will generally be based on a multiple of the
premium received for the option, plus the amount by which the option is exercisable below the market price of the
underlying security (that is, the option is "in the money"). When the Fund writes an OTC option, it will treat as
illiquid (for purposes of its restriction on holding illiquid securities) the mark-to-market value of any OTC
option it holds, unless the option is subject to a buy-back agreement by the executing broker.

         To terminate its obligation on a call it has written, the Fund may purchase a corresponding call in a
"closing purchase transaction."  The Fund will then realize a profit or loss, depending upon whether the net of
the amount of the option transaction costs and the premium received on the call the Fund wrote is more or less
than the price of the call the Fund purchases to close out the transaction. The Fund may realize a profit if the
call expires unexercised, because the Fund will retain the underlying security and the premium it received when
it wrote the call. Any such profits are considered short-term capital gains for federal income tax purposes, as
are the premiums on lapsed calls. When distributed by the Fund they are taxable as ordinary income. If the Fund
cannot effect a closing purchase transaction due to the lack of a market, it will have to hold the callable
securities until the call expires or is exercised.

         The Fund may also write calls on a futures contract without owning the futures contract or securities
deliverable under the contract. To do so, at the time the call is written, the Fund must cover the call by
segregating an equivalent dollar amount of liquid assets. The Fund will segregate additional liquid assets if the
value of the segregated assets drops below 100% of the current value of the future. Because of this segregation
requirement, in no circumstances would the Fund's receipt of an exercise notice as to that future require the
Fund to deliver a futures contract. It would simply put the Fund in a short futures position, which is permitted
by the Fund's hedging policies.

|_|      Writing Put Options. The Fund may sell put options. A put option on securities gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying investment at the exercise price during the
option period. The Fund will not write puts if, as a result, more than 25% of the Fund's net assets would be
required to be segregated to cover such put options.

         If the Fund writes a put, the put must be covered by segregated liquid assets.  The premium the Fund
receives from writing a put represents a profit, as long as the price of the underlying investment remains equal
to or above the exercise price of the put. However, the Fund also assumes the obligation during the option period
to buy the underlying investment from the buyer of the put at the exercise price, even if the value of the
investment falls below the exercise price. If a put the Fund has written expires unexercised, the Fund realizes a
gain in the amount of the premium less the transaction costs incurred. If the put is exercised, the Fund must
fulfill its obligation to purchase the underlying investment at the exercise price. That price will usually
exceed the market value of the investment at that time. In that case, the Fund may incur a loss if it sells the
underlying investment. That loss will be equal to the sum of the sale price of the underlying investment and the
premium received minus the sum of the exercise price and any transaction costs the Fund incurred.


         When writing a put option on a security, to secure its obligation to pay for the underlying security the
Fund will identify liquid assets with a value equal to or greater than the exercise price of the underlying
securities. The Fund therefore forgoes the opportunity of investing the segregated assets or writing calls
against those assets.


         As long as the Fund's obligation as the put writer continues, it may be assigned an exercise notice by
the broker-dealer through which the put was sold. That notice will require the Fund to take delivery of the
underlying security and pay the exercise price. The Fund has no control over when it may be required to purchase
the underlying security, since it may be assigned an exercise notice at any time prior to the termination of its
obligation as the writer of the put. That obligation terminates upon expiration of the put. It may also terminate
if, before it receives an exercise notice, the Fund effects a closing purchase transaction by purchasing a put of
the same series as it sold. Once the Fund has been assigned an exercise notice, it cannot effect a closing
purchase transaction.

         The Fund may decide to effect a closing purchase transaction to realize a profit on an outstanding put
option it has written or to prevent the underlying security from being put. Effecting a closing purchase
transaction will also permit the Fund to write another put option on the security, or to sell the security and
use the proceeds from the sale for other investments. The Fund will realize a profit or loss from a closing
purchase transaction depending on whether the cost of the transaction is less or more than the premium received
from writing the put option. Any profits from writing puts are considered short-term capital gains for federal
tax purposes, and when distributed by the Fund, are taxable as ordinary income.

|_|      Purchasing Calls and Puts. The Fund can purchase calls to protect against the possibility that the
Fund's portfolio will not participate in an anticipated rise in the securities market. When the Fund buys a call
(other than in a closing purchase transaction), it pays a premium. The Fund then has the right to buy the
underlying investment from a seller of a corresponding call on the same investment during the call period at a
fixed exercise price. The Fund benefits only if it sells the call at a profit or if, during the call period, the
market price of the underlying investment is above the sum of the call price plus the transaction costs and the
premium paid for the call and the Fund exercises the call. If the Fund does not exercise the call or sell it
(whether or not at a profit), the call will become worthless at its expiration date. In that case the Fund will
have paid the premium but lost the right to purchase the underlying investment.

         The Fund can buy puts whether or not it holds the underlying investment in its portfolio. When the Fund
purchases a put, it pays a premium and, except as to puts on indices, has the right to sell the underlying
investment to a seller of a put on a corresponding investment during the put period at a fixed exercise price.
Buying a put on securities or futures the Fund owns enables the Fund to attempt to protect itself during the put
period against a decline in the value of the underlying investment below the exercise price by selling the
underlying investment at the exercise price to a seller of a corresponding put. If the market price of the
underlying investment is equal to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date. In that case the Fund will have paid the premium
but lost the right to sell the underlying investment. However, the Fund may sell the put prior to its expiration.
That sale may or may not be at a profit.

         Buying a put on an investment the Fund does not own (such as an index or future) permits the Fund to
resell the put or to buy the underlying investment and sell it at the exercise price. The resale price will vary
inversely to the price of the underlying investment. If the market price of the underlying investment is above
the exercise price and, as a result, the put is not exercised, the put will become worthless on its expiration
date.

         When the Fund purchases a call or put on an index or future, it pays a premium, but settlement is in
cash rather than by delivery of the underlying investment to the Fund. Gain or loss depends on changes in the
index in question (and thus on price movements in the securities market generally) rather than on price movements
in individual securities or futures contracts.

         The Fund may buy a call or put only if, after the purchase, the value of all call and put options held
by the Fund will not exceed 5% of the Fund's total assets.

|_|      Buying and Selling Options on Foreign Currencies. The Fund can buy and sell calls and puts on foreign
currencies. They include puts and calls that trade on a securities or commodities exchange or in the
over-the-counter markets or are quoted by major recognized dealers in such options. The Fund could use these
calls and puts to try to protect against declines in the dollar value of foreign securities and increases in the
dollar cost of foreign securities the Fund wants to acquire.

         If the Manager anticipates a rise in the dollar value of a foreign currency in which securities to be
acquired are denominated, the increased cost of those securities may be partially offset by purchasing calls or
writing puts on that foreign currency. If the Manager anticipates a decline in the dollar value of a foreign
currency, the decline in the dollar value of portfolio securities denominated in that currency might be partially
offset by writing calls or purchasing puts on that foreign currency. However, the currency rates could fluctuate
in a direction adverse to the Fund's position. The Fund will then have incurred option premium payments and
transaction costs without a corresponding benefit.


         A call the Fund writes on a foreign currency is "covered" if the Fund owns the underlying foreign
currency covered by the call or has an absolute and immediate right to acquire that foreign currency without
additional cash consideration (or it can do so for additional cash consideration identified on its books) upon
conversion or exchange of other foreign currency held in its portfolio.


         The Fund could write a call on a foreign currency to provide a hedge against a decline in the U.S.
dollar value of a security which the Fund owns or has the right to acquire and which is denominated in the
currency underlying the option. That decline might be one that occurs due to an expected adverse change in the
exchange rate. This is known as a "cross-hedging" strategy. In those circumstances, the Fund covers the option by
maintaining cash, U.S. government securities or other liquid, high-grade debt securities in an amount equal to
the exercise price of the option.

|_|      Risks of Hedging with Options and Futures. The use of hedging instruments requires special skills and
knowledge of investment techniques that are different than what is required for normal portfolio management. If
the Manager uses a hedging instrument at the wrong time or judges market conditions incorrectly, hedging
strategies may reduce the Fund's return. The Fund could also experience losses if the prices of its futures and
options positions were not correlated with its other investments.

         The Fund's option activities could affect its portfolio turnover rate and brokerage commissions. The
exercise of calls written by the Fund might cause the Fund to sell related portfolio securities, thus increasing
its turnover rate. The exercise by the Fund of puts on securities will cause the sale of underlying investments,
increasing portfolio turnover. Although the decision whether to exercise a put it holds is within the Fund's
control, holding a put might cause the Fund to sell the related investments for reasons that would not exist in
the absence of the put.

         The Fund could pay a brokerage commission each time it buys a call or put, sells a call or put, or buys
or sells an underlying investment in connection with the exercise of a call or put. Those commissions could be
higher on a relative basis than the commissions for direct purchases or sales of the underlying investments.
Premiums paid for options are small in relation to the market value of the underlying investments. Consequently,
put and call options offer large amounts of leverage. The leverage offered by trading in options could result in
the Fund's net asset value being more sensitive to changes in the value of the underlying investment.

         If a covered call written by the Fund is exercised on an investment that has increased in value, the
Fund will be required to sell the investment at the call price. It will not be able to realize any profit if the
investment has increased in value above the call price.

         An option position may be closed out only on a market that provides secondary trading for options of the
same series, and there is no assurance that a liquid secondary market will exist for any particular option. The
Fund might experience losses if it could not close out a position because of an illiquid market for the future or
option.

         There is a risk in using short hedging by selling futures or purchasing puts on broadly-based indices or
futures to attempt to protect against declines in the value of the Fund's portfolio securities. The risk is that
the prices of the futures or the applicable index will correlate imperfectly with the behavior of the cash prices
of the Fund's securities. For example, it is possible that while the Fund has used hedging instruments in a short
hedge, the market may advance and the value of the securities held in the Fund's portfolio might decline. If that
occurred, the Fund would lose money on the hedging instruments and also experience a decline in the value of its
portfolio securities. However, while this could occur for a very brief period or to a very small degree, over
time the value of a diversified portfolio of securities will tend to move in the same direction as the indices
upon which the hedging instruments are based.

         The risk of imperfect correlation increases as the composition of the Fund's portfolio diverges from the
securities included in the applicable index. To compensate for the imperfect correlation of movements in the
price of the portfolio securities being hedged and movements in the price of the hedging instruments, the Fund
might use hedging instruments in a greater dollar amount than the dollar amount of portfolio securities being
hedged. It might do so if the historical volatility of the prices of the portfolio securities being hedged is
more than the historical volatility of the applicable index.

         The ordinary spreads between prices in the cash and futures markets are subject to distortions, due to
differences in the nature of those markets. First, all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may
close futures contracts through offsetting transactions which could distort the normal relationship between the
cash and futures markets. Second, the liquidity of the futures market depends on participants entering into
offsetting transactions rather than making or taking delivery. To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced, thus producing distortion. Third, from the point of
view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in
the securities markets. Therefore, increased participation by speculators in the futures market may cause
temporary price distortions.

         The Fund can use hedging instruments to establish a position in the securities markets as a temporary
substitute for the purchase of individual securities (long hedging) by buying futures and/or calls on such
futures, broadly-based indices or on securities. It is possible that when the Fund does so the market might
decline. If the Fund then concludes not to invest in securities because of concerns that the market might decline
further or for other reasons, the Fund will realize a loss on the hedging instruments that is not offset by a
reduction in the price of the securities purchased.

|_|      Forward Contracts. Forward contracts are foreign currency exchange contracts. They are used to buy or
sell foreign currency for future delivery at a fixed price. The Fund uses them to "lock-in" the U.S. dollar price
of a security denominated in a foreign currency that the Fund has bought or sold, or to protect against possible
losses from changes in the relative values of the U.S. dollar and a foreign currency. The Fund limits its
exposure in foreign currency exchange contracts in a particular foreign currency to the amount of its assets
denominated in that currency or a closely correlated currency. The Fund may also use "cross-hedging" where the
Fund hedges against changes in currencies other than the currency in which a security it holds is denominated.

         Under a forward contract, one party agrees to purchase, and another party agrees to sell, a specific
currency at a future date. That date may be any fixed number of days from the date of the contract agreed upon by
the parties. The transaction price is set at the time the contract is entered into. These contracts are traded in
the inter-bank market conducted directly among currency traders (usually large commercial banks) and their
customers.

         The Fund may use forward contracts to protect against uncertainty in the level of future exchange rates.
The use of forward contracts does not eliminate the risk of fluctuations in the prices of the underlying
securities the Fund owns or intends to acquire, but it does fix a rate of exchange in advance. Although forward
contracts may reduce the risk of loss from a decline in the value of the hedged currency, at the same time they
limit any potential gain if the value of the hedged currency increases.

         When the Fund enters into a contract for the purchase or sale of a security denominated in a foreign
currency, or when it anticipates receiving  dividend payments in a foreign currency, the Fund might desire to
"lock-in" the U.S. dollar price of the security or the U.S. dollar equivalent of the dividend payments. To do so,
the Fund could enter into a forward contract for the purchase or sale of the amount of foreign currency involved
in the underlying transaction, in a fixed amount of U.S. dollars per unit of the foreign currency. This is called
a "transaction hedge." The transaction hedge will protect the Fund against a loss from an adverse change in the
currency exchange rates during the period between the date on which the security is purchased or sold or on which
the payment is declared, and the date on which the payments are made or received.

         The Fund could also use forward contracts to lock in the U.S. dollar value of portfolio positions. This
is called a "position hedge."  When the Fund believes that foreign currency might suffer a substantial decline
against the U.S. dollar, it could enter into a forward contract to sell an amount of that foreign currency
approximating the value of some or all of the Fund's portfolio securities denominated in that foreign currency.
When the Fund believes that the U.S. dollar might suffer a substantial decline against a foreign currency, it
could enter into a forward contract to buy that foreign currency for a fixed dollar amount. Alternatively, the
Fund could enter into a forward contract to sell a different foreign currency for a fixed U.S. dollar amount if
the Fund believes that the U.S. dollar value of the foreign currency to be sold pursuant to its forward contract
will fall whenever there is a decline in the U.S. dollar value of the currency in which portfolio securities of
the Fund are denominated. That is referred to as a "cross hedge."


         The Fund will cover its short positions in these cases by identifying to its books assets having a value
equal to the aggregate amount of the Fund's commitment under forward contracts. The Fund will not enter into
forward contracts or maintain a net exposure to such contracts if the consummation of the contracts would
obligate the Fund to deliver an amount of foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency or another currency that is the subject of the hedge.


         However, to avoid excess transactions and transaction costs, the Fund may maintain a net exposure to
forward contracts in excess of the value of the Fund's portfolio securities or other assets denominated in
foreign currencies if the excess amount is "covered" by liquid securities denominated in any currency. The cover
must be at least equal at all times to the amount of that excess. As one alternative, the Fund may purchase a
call option permitting the Fund to purchase the amount of foreign currency being hedged by a forward sale
contract at a price no higher than the forward contract price. As another alternative, the Fund may purchase a
put option permitting the Fund to sell the amount of foreign currency subject to a forward purchase contract at a
price as high or higher than the forward contact price.

         The precise matching of the amounts under forward contracts and the value of the securities involved
generally will not be possible because the future value of securities denominated in foreign currencies will
change as a consequence of market movements between the date the forward contract is entered into and the date it
is sold. In some cases the Manager might decide to sell the security and deliver foreign currency to settle the
original purchase obligation. If the market value of the security is less than the amount of foreign currency the
Fund is obligated to deliver, the Fund might have to purchase additional foreign currency on the "spot" (that is,
cash) market to settle the security trade. If the market value of the security instead exceeds the amount of
foreign currency the Fund is obligated to deliver to settle the trade, the Fund might have to sell on the spot
market some of the foreign currency received upon the sale of the security. There will be additional transaction
costs on the spot market in those cases.

         The projection of short-term currency market movements is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the Fund to sustain losses on these
contracts and to pay additional transactions costs. The use of forward contracts in this manner might reduce the
Fund's performance if there are unanticipated changes in currency prices to a greater degree than if the Fund had
not entered into such contracts.

         At or before the maturity of a forward contract requiring the Fund to sell a currency, the Fund might
sell a portfolio security and use the sale proceeds to make delivery of the currency. In the alternative the Fund
might retain the security and offset its contractual obligation to deliver the currency by purchasing a second
contract. Under that contract the Fund will obtain, on the same maturity date, the same amount of the currency
that it is obligated to deliver. Similarly, the Fund might close out a forward contract requiring it to purchase
a specified currency by entering into a second contract entitling it to sell the same amount of the same currency
on the maturity date of the first contract. The Fund would realize a gain or loss as a result of entering into
such an offsetting forward contract under either circumstance. The gain or loss will depend on the extent to
which the exchange rate or rates between the currencies involved moved between the execution dates of the first
contract and offsetting contract.

         The costs to the Fund of engaging in forward contracts varies with factors such as the currencies
involved, the length of the contract period and the market conditions then prevailing. Because forward contracts
are usually entered into on a principal basis, no brokerage fees or commissions are involved. Because these
contracts are not traded on an exchange, the Fund must evaluate the credit and performance risk of the
counterparty under each forward contract.

         Although the Fund values its assets daily in terms of U.S. dollars, it does not intend to convert its
holdings of foreign currencies into U.S. dollars on a daily basis. The Fund may convert foreign currency from
time to time, and will incur costs in doing so. Foreign exchange dealers do not charge a fee for conversion, but
they do seek to realize a profit based on the difference between the prices at which they buy and sell various
currencies. Thus, a dealer might offer to sell a foreign currency to the Fund at one rate, while offering a
lesser rate of exchange if the Fund desires to resell that currency to the dealer.


              o   Regulatory Aspects of Hedging Instruments.  The Commodities Futures Trading Commission (the
"CFTC") recently eliminated limitations on futures trading by certain regulated entities including registered
investment companies and consequently registered investment companies may engage in unlimited futures
transactions and options thereon provided that the Fund claims an exclusion from regulation as a commodity pool
operator. The Fund has claimed such an exclusion from registration as a commodity pool operator under the
Commodity Exchange Act ("CEA"). The Fund may use futures and options for hedging and non-hedging purposes to the
extent consistent with its investment objective, internal risk management guidelines adopted by the Fund's
investment advisor (as they may be amended from time to time), and as otherwise set forth in the Fund's
prospectus or this statement of additional information.


         Transactions in options by the Fund are subject to limitations established by the option exchanges. The
exchanges limit the maximum number of options that may be written or held by a single investor or group of
investors acting in concert. Those limits apply regardless of whether the options were written or purchased on
the same or different exchanges or are held in one or more accounts or through one or more different exchanges or
through one or more brokers. Thus, the number of options that the Fund may write or hold may be affected by
options written or held by other entities, including other investment companies having the same adviser as the
Fund (or an adviser that is an affiliate of the Fund's adviser). The exchanges also impose position limits on
futures transactions. An exchange may order the liquidation of positions found to be in violation of those limits
and may impose certain other sanctions.


         Under interpretations of staff members of the SEC regarding applicable provisions of the Investment
Company Act, when the Fund purchases a future, it must segregate cash or readily marketable short-term debt
instruments in an amount equal to the purchase price of the future, less the margin deposit applicable to it. The
account must be a segregated account or accounts held by the Fund's custodian bank.


|_|      Tax Aspects of Certain Hedging  Instruments.  Certain  foreign  currency  exchange  contracts in which the
Fund may invest are treated as "Section 1256  contracts"  under the Internal  Revenue  Code.  In general,  gains or
losses relating to Section 1256 contracts are  characterized  as 60% long-term and 40% short-term  capital gains or
losses under the Code.  However,  foreign  currency  gains or losses  arising from Section 1256  contracts that are
forward  contracts  generally are treated as ordinary  income or loss. In addition,  Section 1256 contracts held by
the Fund at the end of each  taxable year are  "marked-to-market,"  and  unrealized  gains or losses are treated as
though they were realized.  These  contracts also may be  marked-to-market  for purposes of determining  the excise
tax applicable to investment  company  distributions and for other purposes under rules prescribed  pursuant to the
Internal  Revenue  Code.  An  election  can  be  made  by  the  Fund  to  exempt  those   transactions   from  this
marked-to-market treatment.

         Certain forward contracts the Fund enters into may result in "straddles" for federal income tax
purposes. The straddle rules may affect the character and timing of gains (or losses) recognized by the Fund on
straddle positions. Generally, a loss sustained on the disposition of a position making up a straddle is allowed
only to the extent that the loss exceeds any unrecognized gain in the offsetting positions making up the
straddle. Disallowed loss is generally allowed at the point where there is no unrecognized gain in the offsetting
positions making up the straddle, or the offsetting position is disposed of.

         Under the Internal Revenue Code, the following gains or losses are treated as ordinary income or loss:
(1)      gains or losses attributable to fluctuations in exchange rates that occur between the time the Fund
              accrues interest or other receivables or accrues expenses or other liabilities denominated in a
              foreign currency and the time the Fund actually collects such receivables or pays such liabilities,
              and
(2)      gains or losses attributable to fluctuations in the value of a foreign currency between the date of
              acquisition of a debt security denominated in a foreign currency or foreign currency forward
              contracts and the date of disposition.

         Currency gains and losses are offset against market gains and losses on each trade before determining a
net "Section 988" gain or loss under the Internal Revenue Code for that trade, which may increase or decrease the
amount of the Fund's investment company income available for distribution to its shareholders.

|X|      Temporary Defensive and Interim Investments. When market, economic or political conditions are unstable,
or the Manager believes it is otherwise appropriate to reduce holdings in stocks, the Fund can invest in a
variety of debt securities for defensive purposes. The Fund can also purchase these securities for liquidity
purposes to meet cash needs due to the redemption of Fund shares, or to hold while waiting reinvest cash received
from the sale of other portfolio securities. The Fund can buy:
|_|      high-quality (rated in the top rating categories of nationally-recognized rating organizations or deemed
                  by the Manager to be of comparable quality), short-term money market instruments, including
                  those issued by the U. S. Treasury or other government agencies,
|_|      commercial paper (short-term, unsecured, promissory notes of domestic or foreign companies) rated in the
                  top rating category of a nationally recognizes rating organization,
|_|      debt obligations of corporate issuers, rated investment grade (rated at least Baa by Moody's Investors
                  Service, Inc. or at least BBB by Standard & Poor's Corporation, or a comparable rating by
                  another rating organization), or unrated securities judge by the Manager to have a comparable
                  quality to rated securities in those categories,
|_|      preferred stocks,
|_|      certificates of deposit and bankers' acceptances of domestic and foreign banks and savings and loan
                  associations, and
|_|      repurchase agreements.
         Short-term debt securities would normally be selected for defensive or cash management purposes because
they can normally be disposed of quickly, are not generally subject to significant fluctuations in principal
value and their value will be less subject to interest rate risk than longer-term debt securities.


Other Investment Restrictions


|X|      What Are "Fundamental Policies?" Fundamental policies are those policies that the Fund has adopted to
govern its investments that can be changed only by the vote of a "majority" of the Fund's outstanding voting
securities. Under the Investment Company Act, a "majority" vote is defined as the vote of the holders of the
lesser of:
|_|      67% or more of the shares present or represented by proxy at a shareholder meeting, if the holders of
more than 50% of the outstanding shares are present or represented by proxy, or
|_|      more than 50% of the outstanding shares.

         The Fund's investment objective is a fundamental policy. Other policies described in the Prospectus or
this Statement of Additional Information are "fundamental" only if they are identified as such. The Fund's Board
of Trustees can change non-fundamental policies without shareholder approval. However, significant changes to
investment policies will be described in supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's principal most significant investment policies are described in the
Prospectus.

|X|      Does the Fund Have Additional Fundamental Policies?  The following investment restrictions are
fundamental policies of the Fund as contemplated by the Investment Company Act. The limitations of the following
policies may be changed to the extent that the corresponding policies of the Investment Company Act are changed
by amendment, exemptive or interpretive relief.

|_|      The Fund cannot buy securities issued or guaranteed by any one issuer if more than 5% of its total
assets would be invested in securities of that issuer or if it would then own more than 10% of that issuer's
voting securities. That restriction applies to 75% of the Fund's total assets. The limit does not apply to
securities issued by the U.S. government or any of its agencies or instrumentalities.

|_|      The Fund may not borrow money, except to the extent permitted under the Investment Company Act, the
rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules
or regulations may be amended or interpreted from time to time.

|_|      The Fund cannot make loans, except to the extent permitted under the Investment Company Act, the rules
or regulations thereunder or any exemption there from that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

|_|      The Fund cannot concentrate investments. That means it cannot invest 25% or more of its total assets in
companies in any one industry.

|_|      The Fund cannot invest in real estate, except to the extent permitted under the Investment Company Act,
the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
|_|      The Fund cannot invest in physical commodities or commodity contracts, except to the extent permitted
under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom, as such
statute, rules or regulations may be amended or interpreted from time to time.

|_|      The Fund cannot underwrite securities of other companies. A permitted exception is in case it is deemed
to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own portfolio.

|_|      The Fund cannot issue "senior securities," but this does not prohibit certain investment activities for
which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are
established, to cover the related obligations. Examples of those activities include borrowing money, reverse
repurchase agreements, delayed-delivery and when-issued arrangements for portfolio securities transactions, and
contracts to buy or sell derivates, hedging instruments, options or futures.

|X|      Does the Fund Have Any Restrictions That Are Not Fundamental? The Fund has an investment restriction
that is not a fundamental policy, which means it can be changed by the Board of Trustees without shareholder
approval.


o        The Fund cannot invest in the securities of other registered investment companies or registered unit
              investment trusts in reliance on sub-paragraph (F) or (G) of Section 12(d)(1) of the
              Investment Company Act.

         Unless the Prospectus or this Statement of Additional Information states that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund makes an investment (except in the case of
borrowing and investments in illiquid securities). The Fund need not sell securities to meet the percentage
limits if the value of the investment increases in proportion to the size of the Fund.


         For purposes of the Fund's policy not to concentrate its investments as described above, the Fund has
adopted the industry classifications set forth in Appendix A to this Statement of Additional Information. This is
not a fundamental policy.

How the Fund is Managed

Organization and History. The Fund is an open-end, diversified management investment company with an unlimited
number of authorized shares of beneficial interest. The Fund was organized as a Maryland corporation in 1980 and
reorganized as a Massachusetts business trust in 1987.

         Classes of Shares. The Trustees are authorized,  without  shareholder  approval,  to create new series and
classes of shares.  The Trustees may reclassify  unissued shares of the Fund into  additional  series or classes of
shares.  The  Trustees  also may divide or combine the shares of a class into a greater or lesser  number of shares
without  changing  the  proportionate  beneficial  interest  of a  shareholder  in the  Fund.  Shares  do not  have
cumulative  voting  rights or  preemptive  or  subscription  rights.  Shares  may be voted in person or by proxy at
shareholder meetings.


         The Fund currently has five classes of shares: Class A, Class B, Class C, Class N and Class Y.  All
classes invest in the same investment portfolio.  Only retirement plans may purchase Class N shares.  Only
certain institutional investors may elect to purchase Class Y shares.  Each class of shares:
o        has its own dividends and distributions,
o        pays certain expenses which may be different for the different classes,
o        may have a different net asset value,
o        may have separate voting rights on matters in which interests of one class are different from interests

              of another class, and
o        votes as a class on matters that affect that class alone.

         Shares are freely transferable, and each share of each class has one vote at shareholder meetings, with
fractional shares voting proportionally on matters submitted to the vote of shareholders.  Each share of the Fund
represents an interest in the Fund proportionately equal to the interest of each other share of the same class.


Meetings of  Shareholders.  As a Massachusetts  business trust, the Fund is not required to hold, and does not plan
to hold,  regular annual  meetings of  shareholders,  but may do so from time to time on important  matters or when
required to do so by the Investment  Company Act or other applicable law.  Shareholders have the right, upon a vote
or declaration in writing of two-thirds of the outstanding shares of the Fund, to remove a Trustee or to take
other action described in the Fund's Declaration of Trust.


         The Trustees will call a meeting of shareholders to vote on the removal of a Trustee upon the written
request of the record holders of 10% of its outstanding shares.  If the Trustees receive a request from at least
10 shareholders stating that they wish to communicate with other shareholders to request a meeting to remove a
Trustee, the Trustees will then either make the Fund's shareholder list available to the applicants or mail their
communication to all other shareholders at the applicants' expense. The shareholders making the request must have
been shareholders for at least six months and must hold shares of the Fund valued at $25,000 or more or
constituting at least 1% of the Fund's outstanding shares. The Trustees may also take other action as permitted
by the Investment Company Act.

         Shareholder and Trustee Liability.  The Fund's Declaration of Trust contains an express disclaimer of
shareholder or Trustee liability for the Fund's obligations. It also provides for indemnification and
reimbursement of expenses out of the Fund's property for any shareholder held personally liable for its
obligations.  The Declaration of Trust also states that upon request, the Fund shall assume the defense of any
claim made against a shareholder for any act or obligation of the Fund and shall satisfy any judgment on that
claim.  Massachusetts law permits a shareholder of a business trust (such as the Fund) to be held personally
liable as a "partner" under certain circumstances. However, the risk that a Fund shareholder will incur financial
loss from being held liable as a "partner" of the Fund is limited to the relatively remote circumstances in which
the Fund would be unable to meet its obligations.

         The Fund's contractual arrangements state that any person doing business with the Fund (and each
shareholder of the Fund) agrees under its Declaration of Trust to look solely to the assets of the Fund for
satisfaction of any claim or demand that may arise out of any dealings with the Fund. Additionally, the Trustees
shall have no personal liability to any such person, to the extent permitted by law.

Board of Trustees and Oversight Committees. The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The Trustees meet periodically throughout the
year to oversee the Fund's activities, review its performance, and review the actions of the Manager.


         The Board of Trustees has an Audit Committee, a Regulatory & Oversight Committee, a Governance Committee
and a Proxy Committee.  The Audit Committee is comprised solely of Independent Trustees.  The members of the
Audit Committee are Joel Motley (Chair), Mary Miller, Edward V. Regan and Kenneth Randall. The Audit Committee
held 6 meetings during the Fund's fiscal year ended August 31, 2004. The Audit Committee provides the Board with
recommendations regarding the selection of the Fund's independent auditor. The Audit Committee also reviews the
scope and results of audits and the audit fees charged, reviews reports from the Fund's independent auditor
concerning the Fund's internal accounting procedures, and controls and reviews reports of the Manager's internal
auditor, among other duties as set forth in the Committee's charter.

         The members of the Regulatory & Oversight Committee are Robert G. Galli (Chair), Joel Motley and Phillip
Griffiths. The Regulatory & Oversight Committee held 6 meetings during the Fund's fiscal year ended August 31,
2004. The Regulatory & Oversight Committee evaluates and reports to the Board on the Fund's contractual
arrangements, including the Investment Advisory and Distribution Agreements, transfer and shareholder service
agreements and custodian agreements as well as the policies and procedures adopted by the Fund to comply with the
Investment Company Act and other applicable law, among other duties as set forth in the Committee's charter.

         The members of the Governance Committee are Phillip Griffiths (Chair), Kenneth Randall and Russell S.
Reynolds, Jr.  The Governance Committee held 7 meetings during the Fund's fiscal year ended August 31, 2004. The
Governance Committee reviews the Fund's governance guidelines, the adequacy of the Fund's Codes of Ethics, and
develops qualification criteria for Board members consistent with the Fund's governance guidelines, among other
duties set forth in the Committee's charter.

         The members of the Proxy Committee are Edward V. Regan (Chair), Russell S. Reynolds Jr. and John V.
Murphy.  The Proxy Committee held 1 meeting during the Fund's fiscal year ended August 31, 2004.  The Proxy
Committee provides the Board with recommendations for proxy voting and monitors proxy voting by the Fund.

Trustees and Officers of the Fund. Except for Mr. Murphy, each of the Trustees is an "Independent Trustee" under
the Investment Company Act. Mr. Murphy is an "Interested Trustee," because he is affiliated with the Manager by
virtue of his positions as an officer and director of the Manager, and as a shareholder of its parent company.


         The Fund's Trustees and officers and their positions held with the Fund and length of service in such
position(s) and their principal occupations and business affiliations during the past five years are listed in
the chart below. The information for the Trustees also includes the dollar range of shares of the Fund as well as
the aggregate dollar range of shares beneficially owned in any of the Oppenheimer funds overseen by the Trustees.
All of the Trustees are also trustees or directors of the following publicly offered Oppenheimer funds (referred
to as "Board I Funds"):


Oppenheimer AMT-Free Municipals                                Oppenheimer Global Fund
Oppenheimer AMT-Free New York Municipals                       Oppenheimer Global Opportunities Fund
Oppenheimer Balanced Fund                                      Oppenheimer Gold & Special Minerals Fund
Oppenheimer California Municipal Fund                          Oppenheimer Growth Fund
Oppenheimer Capital Appreciation Fund                          Oppenheimer International Growth Fund
Oppenheimer Capital Preservation Fund                          Oppenheimer International Small Company Fund
Oppenheimer Developing Markets Fund                            Oppenheimer Money Market Fund, Inc.
Oppenheimer Discovery Fund                                     Oppenheimer Multi-Sector Income Trust
Oppenheimer Emerging Growth Fund                               Oppenheimer Multi-State Municipal Trust
Oppenheimer Emerging Technologies Fund                         Oppenheimer Series Fund, Inc.
Oppenheimer Enterprise Fund                                    Oppenheimer U.S. Government Trust




         In addition to being a trustee or director of the Board I Funds, Mr. Galli is also a director or trustee
of 10 other portfolios in the OppenheimerFunds complex. Present or former officers, directors, trustees and
employees (and their immediate family members) of the Fund, the Manager and its affiliates, and retirement plans
established by them for their employees are permitted to purchase Class A shares of the Fund and the other
Oppenheimer funds at net asset value without sales charge. The sales charge on Class A shares is waived for that
group because of the economies of sales efforts realized by the Distributor.


         Messrs. Murphy, Petersen, Vandehey, Vottiero, Wixted and Zack and Mses. Bloomberg, Putnam, Ives and Lee
respectively hold the same offices with one or more of the other Board I Funds as with the Fund.  As of October
6, 2004, the Trustees and officers of the Fund, as a group, owned of record or beneficially less than 1% of each
class of shares of the Fund.  The foregoing statement does not reflect ownership of shares of the Fund held of
record by an employee benefit plan for employees of the Manager, other than the shares beneficially owned under
the plan by the officers of the Fund listed above. In addition, each Independent Trustee, and his or her family
members, do not own securities of either the Manager or Distributor of the Board I Funds or any person directly
or indirectly controlling, controlled by or under common control with the Manager or Distributor.

|X|      Affiliated Transactions and Material Business Relationships. Mr. Reynolds has reported he has a
controlling interest in The Directorship Group, Inc. ("The Directorship Search Group"), a director recruiting
firm that provided consulting services to Massachusetts Mutual Life Insurance Company (which controls the
Manager) for fees of $137,500 for calendar year ended December 31, 2002. Mr. Reynolds reported that The
Directorship Search Group did not provide consulting services to Massachusetts Mutual Life Insurance Company
during the calendar year ended December 31, 2003, and does not expect to provide any such services in the
calendar year ended December 31, 2004.


         The Independent Trustees have unanimously (except for Mr. Reynolds, who abstained) determined that the
consulting arrangements between The Directorship Search Group and Massachusetts Mutual Life Insurance Company
were not material business or professional relationships that would compromise Mr. Reynolds' status as an
Independent Trustee. Nonetheless, to assure certainty as to determinations of the Board and the Independent
Trustees as to matters upon which the Investment Company Act or the rules thereunder require approval by a
majority of Independent Trustees, Mr. Reynolds will not be counted for purposes of determining whether a quorum
of Independent Trustees was present or whether a majority of Independent Trustees approved the matter.


         The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, CO 80112-3924. Each
Trustee serves for an indefinite term, until his or her resignation, retirement, death or removal.  Ms. Mary
Miller was elected to the Board I Funds effective August 13, 2004 and did not hold shares of Board I Funds during
the calendar year ended December 31, 2003.


- -------------------------------------------------------------------------------------------------------------------------
                                                  Independent Trustees
- -------------------------------------------------------------------------------------------------------------------------
- ------------------------------- -------------------------------------------------------- --------------- ----------------
Name,                           Principal Occupation(s) During Past 5 Years;             Dollar Range    Aggregate
                                                                                                         Dollar Range
                                                                                                         Of Shares
                                                                                                         Beneficially
                                                                                                         Owned in Any
                                                                                         of Shares       of the
Position(s) Held with Fund,     Other Trusteeships/Directorships Held by Trustee;        Beneficially    Oppenheimer
Length of Service,              Number of Portfolios in Fund Complex Currently           Owned in the    Funds Overseen
Age                             Overseen by Trustee                                      Fund            by Trustee
- ------------------------------- -------------------------------------------------------- --------------- ----------------
- ------------------------------- -------------------------------------------------------- --------------------------------

                                                                                             As of December 31, 2003

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

Clayton K. Yeutter, Chairman    Of Counsel (since June 1993) Hogan & Hartson (a law           None        Over $100,000
of the Board of Trustees        firm); a director (since 2002) of Danielson Holding
since 2003;                     Corp. Formerly a director of Weyerhaeuser Corp.
Trustee since 1991              (1999-April 2004), Caterpillar, Inc. (1993-December
Age: 73                         2002), ConAgra Foods (1993-2001), Texas Instruments
                                (1993-2001) and FMC Corporation (1993-2001). Oversees
                                25 portfolios in the OppenheimerFunds complex.

- ------------------------------- -------------------------------------------------------- --------------- ----------------
- ------------------------------- -------------------------------------------------------- --------------- ----------------
Robert G. Galli,                A trustee or director of other Oppenheimer funds.

Trustee since 1993              Oversees 35 portfolios in the OppenheimerFunds complex.       None        Over $100,000
Age: 71

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

Phillip A. Griffiths, Trustee   A director (since 1991) of the Institute for Advanced                   0
since 1999                      Study, Princeton, N.J., a director (since 2001) of GSI
Age: 66                         Lumonics, a trustee (since 1983) of Woodward Academy,

                                a Senior Advisor (since 2001) of The Andrew W. Mellon
                                Foundation. A member of: the National Academy of

                                Sciences (since 1979), American Academy of Arts and      $50,001-$100,00  Over $100,000
                                Sciences (since 1995), American Philosophical Society
                                (since 1996) and Council on Foreign Relations (since
                                2002). Formerly a director of Bankers Trust New York
                                Corporation (1994-1999). Oversees 25 portfolios in the
                                OppenheimerFunds complex.

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

Mary Miller,                    Formerly a Senior Vice President and General Auditor,
Trustee since 2004              American Express Company (July 1998-February 2003).
Age: 61                         Member of Trustees of the American Symphony Orchestra         None            None
                                (October 1998 to present). Oversees 14 portfolios in
                                the OppenheimerFunds complex.

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

Joel W. Motley,                 Director (since January 2002) Columbia Equity
Trustee since 2002              Financial Corp. (privately-held financial adviser);
Age: 52                         Managing Director (since January 2002) Carmona Motley,
                                Inc. (privately-held financial adviser). Formerly a
                                Managing Director of Carmona Motley Hoffman Inc.              None       $10,001-$50,000
                                (privately-held financial adviser) (January
                                1998-December 2001). Oversees 25 portfolios in the
                                OppenheimerFunds complex.

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

Kenneth A. Randall, Trustee     A director (since February 1972) of Dominion
since 1981                      Resources, Inc. (electric utility holding company);
Age: 77                         formerly a director of Prime Retail, Inc. (real estate
                                investment trust) and Dominion Energy, Inc. (electric
                                power and oil & gas producer), President and Chief
                                Executive Officer of The Conference Board, Inc.          Over $100,000    Over $100,000
                                (international economic and business research) and a
                                director of Lumbermens Mutual Casualty Company,
                                American Motorists Insurance Company and American
                                Manufacturers Mutual Insurance Company. Oversees 25
                                portfolios in the OppenheimerFunds complex.

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

Edward V. Regan,                President, Baruch College, CUNY; a director of RBAsset
Trustee since 1993              (real estate manager); a director of OffitBank;
Age: 74                         formerly Trustee, Financial Accounting Foundation
                                (FASB and GASB), Senior Fellow of Jerome Levy
                                Economics Institute, Bard College, Chairman of             $1-$10,000    $10,001-$50,000
                                Municipal Assistance Corporation for the City of New
                                York, New York State Comptroller and Trustee of New
                                York State and Local Retirement Fund. Oversees 25
                                investment companies in the OppenheimerFunds complex.

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

Russell S. Reynolds, Jr.,       Chairman (since 1993) of The Directorship Search
Trustee since 1989              Group, Inc. (corporate governance consulting and
Age: 72                         executive recruiting); a Life Trustee of International
                                House (non-profit educational organization); a former         None       $10,001-$50,000
                                trustee of The Historical Society of the Town of
                                Greenwich. Oversees 25 portfolios in the
                                OppenheimerFunds complex.

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

Donald W. Spiro,*               Chairman Emeritus (since January 1991) of the Manager.
Vice Chairman of the Board of   Formerly a director (January 1969-August 1999) of the
Trustees,                       Manager. Oversees 25 portfolios in the                   Over $100,000    Over $100,000
Trustee since 1985              OppenheimerFunds complex.
Age: 78

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

* Mr. Spiro is expected to retire as Trustee of the Board I Funds effective October 31, 2004.

         The address of Mr. Murphy in the chart below is Two World Financial Center, 225 Liberty Street, 11th
Floor, New York, NY 10281-1008. Mr. Murphy serves for an indefinite term, until his resignation, death or removal.


- ---------------------------------------------------------------------------------------------------------------------------
                                              Interested Trustee and Officer
- ---------------------------------------------------------------------------------------------------------------------------
- ----------------------------- ------------------------------------------------------------ --------------- ----------------
Name,                         Principal Occupation(s) During Past 5 Years;                 Dollar Range    Aggregate
                                                                                                           Dollar Range
                                                                                                           Of Shares
                                                                                                           Beneficially
                                                                                                           Owned in Any
                                                                                           of Shares       of the
Position(s) Held with Fund,   Other Trusteeships/Directorships Held by Trustee;            Beneficially    Oppenheimer

Length of Service             Number of Portfolios in Fund Complex Currently Overseen by   Owned in the    Funds Overseen

Age                           Trustee                                                      Fund            by Trustee
- ----------------------------- ------------------------------------------------------------ --------------- ----------------
- ----------------------------- ------------------------------------------------------------ --------------------------------

                                                                                               As of December 31, 2003

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

John V. Murphy, President     Chairman, Chief Executive Officer and director (since June   $10,001-$50,000  Over $100,000
and Trustee;                  2001) and President (since September 2000) of the Manager;
Trustee since 2001            President and a director or trustee of other Oppenheimer
Age: 55                       funds; President and a director (since July 2001) of
                              Oppenheimer Acquisition Corp. (the Manager's parent
                              holding company) and of Oppenheimer Partnership Holdings,
                              Inc. (a holding company subsidiary of the Manager); a
                              director (since November 2001) of OppenheimerFunds
                              Distributor, Inc. (a subsidiary of the Manager); Chairman
                              and a director (since July 2001) of Shareholder Services,
                              Inc. and of Shareholder Financial Services, Inc. (transfer
                              agent subsidiaries of the Manager); President and a
                              director (since July 2001) of OppenheimerFunds Legacy
                              Program (a charitable trust program established by the
                              Manager); a director of the following investment advisory
                              subsidiaries of the Manager: OFI Institutional Asset
                              Management, Inc., Centennial Asset Management Corporation,
                              Trinity Investment Management Corporation and Tremont
                              Capital Management, Inc. (since November 2001),
                              HarbourView Asset Management Corporation and OFI Private
                              Investments, Inc. (since July 2001); President (since
                              November 1, 2001) and a director (since July 2001) of
                              Oppenheimer Real Asset Management, Inc.; Executive Vice
                              President (since February 1997) of Massachusetts Mutual
                              Life Insurance Company (the Manager's parent company); a
                              director (since June 1995) of DLB Acquisition Corporation
                              (a holding company that owns the shares of Babson Capital
                              Management LLC); a member of the Investment Company
                              Institute's Board of Governors (elected to serve from
                              October 3, 2003 through September 30, 2006). Formerly,
                              Chief Operating Officer (September 2000-June 2001) of the
                              Manager; President and trustee (November 1999-November
                              2001) of MML Series Investment Fund and MassMutual
                              Institutional Funds (open-end investment companies); a
                              director (September 1999-August 2000) of C.M. Life
                              Insurance Company; President, Chief Executive Officer and
                              director (September 1999-August 2000) of MML Bay State
                              Life Insurance Company; a director (June 1989-June 1998)
                              of Emerald Isle Bancorp and Hibernia Savings Bank (a
                              wholly-owned subsidiary of Emerald Isle Bancorp). Oversees
                              73 portfolios as Trustee/Director and 10 portfolios as
                              Officer in the OppenheimerFunds complex.

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


         The address of the Officers in the chart below is as follows: for Mr. Zack and Mses. Putnam, Bloomberg
and Lee, Two World Financial Center, 225 Liberty Street, New York, NY 10281-1008, for Messrs. Vandehey, Vottiero,
Petersen and Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial, CO 80112-3924.  Each Officer serves for an
indefinite term or until his or her earlier resignation, death or removal.


- ---------------------------------------------------------------------------------------------------------------------------
                                                   Officers of the Fund
- ---------------------------------------------------------------------------------------------------------------------------
- --------------------------------------- -----------------------------------------------------------------------------------
Name,                                   Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund
Length of Service,
Age
- --------------------------------------- -----------------------------------------------------------------------------------
- --------------------------------------- -----------------------------------------------------------------------------------
Jane Putnam,                            Vice President of the Manager since October 1995; an officer of 2 portfolios in
Vice President and Portfolio Manager    the OppenheimerFunds complex.

since 1995
Age: 43

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

Mark S. Vandehey,                       Senior Vice President and Chief Compliance Officer (since March 2004) of the
Vice President and Chief Compliance     Manager; Vice President (since June 1983) of OppenheimerFunds Distributor, Inc.,
Officer since 2004                      Centennial Asset Management Corporation and Shareholder Services, Inc. Formerly
Age:  54                                (until February 2004) Vice President and Director of Internal Audit of
                                        OppenheimerFunds, Inc. An officer of 84 portfolios in the Oppenheimer funds
                                        complex.

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

Brian W. Wixted,                        Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer
Treasurer since 1999                    of HarbourView Asset Management Corporation, Shareholder Financial Services,
Age:  45                                Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
                                        and Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private
                                        Investments, Inc. (since March 2000), of OppenheimerFunds International Ltd. and
                                        OppenheimerFunds plc (since May 2000), of OFI Institutional Asset Management,
                                        Inc. (since November 2000), and of OppenheimerFunds Legacy Program (a Colorado
                                        non-profit corporation) (since June 2003); Treasurer and Chief Financial Officer
                                        (since May 2000) of OFI Trust Company (a trust company subsidiary of the
                                        Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp.
                                        Formerly Assistant Treasurer of Centennial Asset Management Corporation (March
                                        1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003);
                                        Principal and Chief Operating Officer (March 1995-March 1999) at Bankers Trust
                                        Company-Mutual Fund Services Division. An officer of 84 portfolios in the
                                        OppenheimerFunds complex.

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

Brian Petersen,                         Assistant Vice President of the Manager since August 2002; formerly
Assistant Treasurer since 2004          Manager/Financial Product Accounting (November 1998-July 2002) of the Manager. An
Age: 34                                 officer of 84 portfolios in the OppenheimerFunds complex.

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

Philip Vottiero,                        Vice President/Fund Accounting of the Manager since March 2002. Formerly Vice
Assistant Treasurer since 2002          President/Corporate Accounting of the Manager (July 1999-March 2002) prior to
Age:  41                                which he was Chief Financial Officer at Sovlink Corporation (April 1996-June
                                        1999). An officer of 84 portfolios in the OppenheimerFunds complex.

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

Robert G. Zack,                         Executive Vice President (since January 2004) and General Counsel (since February
Secretary since 2001                    2002) of the Manager; General Counsel and a director (since November 2001) of the
Age:  56                                Distributor; General Counsel (since November 2001) of Centennial Asset Management
                                        Corporation; Senior Vice President and General Counsel (since November 2001) of
                                        HarbourView Asset Management Corporation; Secretary and General Counsel (since
                                        November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a
                                        director (since October 1997) of OppenheimerFunds International Ltd. and
                                        OppenheimerFunds plc; Vice President and a director (since November 2001) of
                                        Oppenheimer Partnership Holdings, Inc.; a director (since November 2001) of
                                        Oppenheimer Real Asset Management, Inc.; Senior Vice President, General Counsel
                                        and a director (since November 2001) of Shareholder Financial Services, Inc.,
                                        Shareholder Services, Inc., OFI Private Investments, Inc. and OFI Trust Company;
                                        Vice President (since November 2001) of OppenheimerFunds Legacy Program; Senior
                                        Vice President and General Counsel (since November 2001) of OFI Institutional
                                        Asset Management, Inc.; a director (since June 2003) of OppenheimerFunds (Asia)
                                        Limited. Formerly Senior Vice President (May 1985-December 2003), Acting General
                                        Counsel (November 2001-February 2002) and Associate General Counsel (May
                                        1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services,
                                        Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November
                                        1989-November 2001); and OppenheimerFunds International Ltd. (October
                                        1997-November 2001). An officer of 84 portfolios in the OppenheimerFunds complex.

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

Kathleen T. Ives,                       Vice President (since June 1998) and Senior Counsel and Assistant Secretary
Assistant Secretary since 2001          (since October 2003) of the Manager; Vice President (since 1999) and Assistant
Age:  38                                Secretary (since October 2003) of the Distributor; Assistant Secretary (since
                                        October 2003) of Centennial Asset Management Corporation; Vice President and
                                        Assistant Secretary (since 1999) of Shareholder Services, Inc.; Assistant
                                        Secretary (since December 2001) of OppenheimerFunds Legacy Program and of
                                        Shareholder Financial Services, Inc.. Formerly an Assistant Counsel (August
                                        1994-October 2003) and Assistant Vice President of the Manager (August 1997-June
                                        1998). An officer of 84 portfolios in the OppenheimerFunds complex.

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

Dina C. Lee,                            Assistant Vice President and Assistant Counsel of the Manager (since December
Assistant Secretary since 2004          2000); formerly an attorney and Assistant Secretary of Van Eck Global (until
Age:  34                                December 2000). An officer of 84 portfolios in the OppenheimerFunds complex.


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

Lisa I. Bloomberg,                      Vice President and Associate Counsel of the Manager since May 2004; formerly
Assistant Secretary since 2004          First Vice President and Associate General Counsel of UBS Financial Services Inc.
Age:  36                                (formerly, PaineWebber Incorporated) (May 1999 - April 2004) prior to which she
                                        was an Associate at Skaden, Arps, Slate, Meagher & Flom, LLP (September 1996 -
                                        April 1999). An officer of 84 portfolios in the OppenheimerFunds complex.

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

Phillip S. Gillespie,                   Senior Vice President and Deputy General Counsel of the Manager since September
Assistant Secretary since 2004          2004. Formerly Mr. Gillespie held the following positions at Merrill Lynch
Age:  40                                Investment Management: First Vice President (2001-September 2004); Director (from
                                        2000) and Vice President (1998-2000). An officer of 74 portfolios in the
                                        OppenheimerFunds complex.

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

Wayne Miao,                             Assistant Vice President and Assistant Counsel of the Manager since June 2004.
Assistant Secretary since 2004          Formerly an Associate with Sidley Austin Brown & Wood LLP (September 1999 - May
Age:  31                                2004). An officer of 74 portfolios in the OppenheimerFunds complex.

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


         |X|  Remuneration  of Trustees.  The officers of the Fund and Mr. Murphy (who is an officer and Trustee of
the Fund) are affiliated  with the Manager and receive no salary or fee from the Fund.  Mary Miler became a Trustee
of the Fund on August 13, 2004 and  received  no  compensation  for the  periods  indicated  below.  The  remaining
Trustees of the Fund  received the  compensation  shown below from the Fund with respect to the Fund's  fiscal year
ended  August  31,  2004.  The  compensation  from all 25 of the  Board I Funds  (including  the  Fund)  represents
compensation  received  for  serving as a director  or trustee and member of a  committee  (if  applicable)  of the
boards of those funds during the calendar year ended December 31, 2003.


- ------------------------------------- ------------------ --------------------- --------------------- ---------------------
Trustee Name and Other Fund               Aggregate           Retirement         Estimated Annual     Total Compensation
                                                                                                           From All
                                                                                                      Oppenheimer Funds
                                                                                                          For Which
                                                         Benefits Accrued as   Retirement Benefits        Individual
Position(s)                             Compensation         Part of Fund        to be Paid Upon          Serves As
(as applicable)                          From Fund1            Expenses            Retirement2         Trustee/Director
- ------------------------------------- ------------------ --------------------- --------------------- ---------------------
- ------------------------------------- ------------------ --------------------- --------------------- ---------------------

Clayton K. Yeutter                        $40,5823             $37,077               $61,306               $152,079

Chairman of the Board
- ------------------------------------- ------------------ --------------------- --------------------- ---------------------
- ------------------------------------- ------------------ --------------------- --------------------- ---------------------

Robert G. Galli                            $30,211             $26,399               $80,9234             $213,5365

Regulatory & Oversight Committee
Chair
- ------------------------------------- ------------------ --------------------- --------------------- ---------------------
- ------------------------------------- ------------------ --------------------- --------------------- ---------------------
Phillip Griffiths

Governance Committee Chair and
Regulatory & Oversight Committee          $30,8273             $11,078               $23,309               $74,500
Member

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

Joel W. Motley
Audit Committee Chair and
Regulatory & Oversight Committee          $32,5713              $3,148               $14,530               $68,900
Member

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

Kenneth A. Randall                         $28,428                $0                 $79,622               $93,989
Audit Committee Member and
Governance Committee Member

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

Edward V. Regan                            $27,352             $29,336               $59,353               $98,983
Proxy Committee Chair and Audit
Committee Member

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

Russell S. Reynolds, Jr.                   $24,115             $25,896               $60,720               $77,002
Proxy Committee Member and
Governance Committee Member

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

Donald Spiro                               $14,971             $10,243               $20,6676              $64,080
Vice Chairman of the Board

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

     Messrs.  Levy and Lipstein and Ms.  Moynihan  retired as Trustees  from the
Board I Funds  effective  January 1,  2003,  March 31,  2003 and July 31,  2003,
respectively.  For the fiscal year ended August 31, 2004, Ms. Moynihan  received
$2,099  aggregate  compensation  from the Fund. For calendar year ended December
31, 2003,  Messrs Levy and  Lipstein and Ms.  Moynihan  each  received  $43,425,
$75,076  and  $88,229,  respectively,  of  total  compensation  from  all of the
Oppenheimer funds for which they served as Trustee/Director.

     1.   "Aggregate   Compensation   From  Fund"  includes  fees  and  deferred
compensation, if any, for a Trustee.

          2. "Estimated Annual  Retirement  Benefits to be Paid Upon Retirement"
     is based on a straight life payment plan election with the assumption  that
     a Trustee  will retire at the age of 75 and is  eligible  (after 7 years of
     service)  to receive  retirement  plan  benefits as  described  below under
     "Retirement Plan for Trustees."

          3. Includes $10,146,  $30,827 and $13,028 deferred by Messrs. Yeutter,
     Griffiths and Motley,  respectively,  under the Deferred  Compensation Plan
     described below.

          4. Includes $36,990 estimated to be paid to Mr. Galli for serving as a
     trustee  or  director  of 10 other  Oppenheimer  funds that are not Board I
     Funds.

          5.  Includes  $96,000  paid to Mr.  Galli for  serving  as  trustee or
     director of 10 other Oppenheimer funds that are not Board I Funds.

          6. The amount for Mr.  Spiro is based on the  assumption  that he will
     retire  at age 81 when he  becomes  eligible  to  receive  retirement  plan
     benefits (after 7 years of service).


          |X|  Retirement  Plan for Trustees.  The Fund has adopted a retirement
     plan that provides for payments to retired Independent  Trustees.  Payments
     are up to 80% of the average  compensation  paid  during a  Trustee's  five
     years of service in which the highest  compensation was received. A Trustee
     must serve as trustee for any of the Board I Funds for at least seven years
     in order to be eligible for retirement  plan benefits and must serve for at
     least 15 years to be  eligible  for the  maximum  benefit.  Each  Trustee's
     retirement  benefits  will  depend on the  amount of the  Trustee's  future
     compensation and length of service.


          |X| Deferred Compensation Plan for Trustees. The Board of Trustees has
     adopted a Deferred  Compensation Plan for Independent Trustees that enables
     them to elect to defer  receipt of all or a portion of the annual fees they
     are entitled to receive  from the Fund.  Under the plan,  the  compensation
     deferred  by a Trustee is  periodically  adjusted  as though an  equivalent
     amount  had  been  invested  in  shares  of one or more  Oppenheimer  funds
     selected by the Trustee.  The amount paid to the Trustee  under the plan is
     determined based upon the performance of the selected funds.

          Deferral of Trustees' fees under the plan will not  materially  affect
     the Fund's assets,  liabilities or net income per share.  The plan will not
     obligate  the Fund to retain  the  services  of any  Trustee  or to pay any
     particular  level of  compensation  to any  Trustee.  Pursuant  to an Order
     issued by the SEC, the Fund may invest in the funds selected by the Trustee
     under the plan  without  shareholder  approval  for the limited  purpose of
     determining the value of the Trustee's deferred fee account.

          |X| Major  Shareholders.  As of October 6, 2004 the only  persons  who
     owned of record or were known by the Fund to own beneficially 5% or more of
     any class of the Fund's outstanding shares were:

          MLF&S For the Sole Benefit of its Customers, Attn Fund Admn#98756,
     4800 Deer Lake Drive E, Fl 3,  Jacksonville,  FL  32246-6484,  which  owned
     14,117,779.444   Class  A  shares   (9.97%  of  the  Class  A  shares  then
     outstanding).

          Great-West  Life &  Annuity  Insurance  Company,  Attn Mutual Fund
     Trading 2T2, 8515 E Orchard Rd,  Greenwood  Village,  CO  80111-500,  which
     owned  11,858,348.11  Class A shares  (8.37%  of the  Class A  shares  then
     outstanding).

          MLPF&S  FBO Sole Benefit of its customers,  Attn Fund  Admn#97C27,
     4800 Deer Lake Drive E, Fl 3,  Jacksonville,  FL  32246-6484,  which  owned
     2,323,042.757   Class  C  shares   (12.50%  of  the  Class  C  shares  then
     outstanding).

          Mark Curran Tr, Boeing Co Master Trust,  200 Newport Avenue Ext, North
     Quincy, MA 02171-2102, which owned 21,225,456.160 Class Y shares (57.91% of
     the Class Y shares then outstanding).

          Mass Mutual Life Insurance Co, Separate  Investment  Act, Attn:  N225,
     1295 State St, Springfield, MA 01111-0001, which owned 11,338,321.375 Class
     Y shares (30.93% of the Class Y shares then outstanding).


          The Manager.  The Manager is wholly-owned  by Oppenheimer  Acquisition
     Corp., a holding company controlled by Massachusetts  Mutual Life Insurance
     Company,   a  global,   diversified   insurance  and   financial   services
     organization.

          |X| Code of Ethics.  The Fund, the Manager and the Distributor  have a
     Code of Ethics.  It is  designed to detect and  prevent  improper  personal
     trading by certain  employees,  including  portfolio  managers,  that would
     compete  with or  take  advantage  of the  Fund's  portfolio  transactions.
     Covered  persons  include  persons with  knowledge of the  investments  and
     investment  intentions  of the Fund and other funds advised by the Manager.
     The Code of Ethics does permit  personnel  subject to the Code to invest in
     securities, including securities that may be purchased or held by the Fund,
     subject to a number of restrictions and controls.  Compliance with the Code
     of Ethics is carefully monitored and enforced by the Manager.

          The Code of Ethics is an exhibit to the Fund's registration  statement
     filed  with the SEC and can be  reviewed  and  copied at the  SEC's  Public
     Reference Room in  Washington,  D.C. You can obtain  information  about the
     hours of  operation  of the Public  Reference  Room by  calling  the SEC at
     1.202.942.8090. The Code of Ethics can also be viewed as part of the Fund's
     registration  statement on the SEC's EDGAR  database at the SEC's  Internet
     website at www.sec.gov.  Copies may be obtained, after paying a duplicating
     fee,   by   electronic   request   at   the   following   E-mail   address:
     publicinfo@sec.gov.,  or by writing to the SEC's Public Reference  Section,
     Washington, D.C. 20549-0102.


          |X|  Portfolio  Proxy  Voting.  The Fund has adopted  Portfolio  Proxy
     Voting Policies and Procedures  under which the Fund votes proxies relating
     to securities  ("portfolio  proxies")  held by the Fund. The Fund's primary
     consideration in voting portfolio proxies is the financial interests of the
     Fund  and  its   shareholders.   The  Fund  has  retained  an  unaffiliated
     third-party as its agent to vote portfolio  proxies in accordance  with the
     Fund's  Portfolio Proxy Voting  Guidelines and to maintain  records of such
     portfolio proxy voting.  The Proxy Voting Guidelines  include provisions to
     address conflicts of interest that may arise between the Fund and OFI where
     an OFI directly-controlled affiliate manages or administers the assets of a
     pension plan of a company  soliciting the proxy. The Fund's Portfolio Proxy
     Voting Guidelines on routine and non-routine proxy proposals are summarized
     below.


          o The Fund votes with the recommendation of the issuer's management on
     routine matters,  including  election of directors  nominated by management
     and ratification of auditors, unless circumstances indicate otherwise.

          o In general,  the Fund opposes  anti-takeover  proposals and supports
     elimination of anti-takeover proposals, absent unusual circumstances.

          o The Fund supports  shareholder  proposals to reduce a super-majority
     vote requirement,  and opposes management proposals to add a super-majority
     vote requirement.

          o The Fund opposes proposals to classify the board of directors.

          o The Fund supports proposals to eliminate cumulative voting.

          o The Fund opposes re-pricing of stock options.

          o The Fund generally considers executive  compensation  questions such
     as stock option plans and bonus plans to be ordinary business activity. The
     Fund analyzes  stock option  plans,  paying  particular  attention to their
     dilutive effect.  While the Fund generally supports  management  proposals,
     the Fund opposes plans it considers to be excessive.


          The Fund is required to file Form N-PX, with its complete proxy voting
     record for the 12 months ended June 30th, no later than August 31st of each
     year.  The Fund's Form N-PX filing is available  (i) without  charge,  upon
     request,  by calling the Fund toll-free at  1.800.525.7048  and (ii) on the
     SEC's website at www.sec.gov.


               |X| The  Investment  Advisory  Agreement.  The  Manager  provides
          investment  advisory and  management  services to the Fund  Management
          under an  investment  advisory  agreement  between the Manager and the
          Fund.  The Manager  selects  securities  for the Fund's  portfolio and
          handles its day-to-day business.  The portfolio manager of the Fund is
          employed  by  the  Manager  and  is  the  person  who  is  principally
          responsible  for the  day-to-day  management of the Fund's  portfolio.
          Other members of the Manager's Equity Portfolio Department provide the
          portfolio  managers  with  counsel and support in managing  the Fund's
          portfolio.


               The agreement  requires the Manager,  at its expense,  to provide
          the Fund with adequate office space, facilities and equipment. It also
          requires the Manager to provide and  supervise  the  activities of all
          administrative  and clerical  personnel  required to provide effective
          administration  for  the  Fund.  Those  responsibilities  include  the
          compilation and maintenance of records with respect to its operations,
          the  preparation and filing of specified  reports,  and composition of
          proxy materials and registration statements for continuous public sale
          of shares of the Fund.

     The Fund pays  expenses  not  expressly  assumed by the  Manager  under the
advisory  agreement.  The advisory  agreement lists examples of expenses paid by
the Fund. The major categories relate to interest, taxes, brokerage commissions,
fees to certain Trustees, legal and audit expenses, custodian and transfer agent
expenses,  share issuance costs,  certain  printing and  registration  costs and
non-recurring expenses,  including litigation costs. The management fees paid by
the Fund to the Manager are calculated at the rates described in the Prospectus,
which are applied to the assets of the Fund as a F whole. The fees are allocated
to Oppe each class of shares  based upon the relative  proportion  of the Fund's
net assets  represented by that class.  The management  fees paid by the Fund to
the Manager during its last three fiscal

years were:                             ees Paid to

                                        nheimerFunds,
Fiscal Year ended 8/31:                    Inc.
- ---------------------------------- ---------------------------------------------------------------------------------------
  ------------------------------------------------------------------------------------------------------------------
                    2002                                                     $34,456,425
  ------------------------------------------------------------------------------------------------------------------
- --------------------------------------- ----------------------------------------------------------------------------
                    2003                                                     $35,661,577
- --------------------------------------- ----------------------------------------------------------------------------
- --------------------------------------- ----------------------------------------------------------------------------

                 2004                                                       $46,800,100

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

         The investment advisory agreement states that in the absence of willful misfeasance, bad faith, gross
negligence in the performance of its duties or reckless disregard of its obligations and duties under the
investment advisory agreement, the Manager is not liable for any loss the Fund sustains for any investment,
adoption of any investment policy, or the purchase, sale or retention of any security.

         The agreement permits the Manager to act as investment advisor for any other person, firm or corporation
and to use the name "Oppenheimer" in connection with other investment companies for which it may act as
investment advisor or general distributor. If the Manager shall no longer act as investment advisor to the Fund,
the Manager may withdraw the right of the Fund to use the name "Oppenheimer" as part of its name.

              |X| Annual Approval of Investment Advisory Agreement. Each year, the Board of Trustees, including a
majority of the Independent Trustees, is required to approve the renewal of the investment advisory agreement.
The Investment Company Act requires that the Board request and evaluate and the Manager provide such information
as may be reasonably necessary to evaluate the terms of the investment advisory agreement. The Board employs an
independent consultant to prepare a report that provides such information as the Board requests for this purpose.

         The Board also receives information about the 12b-1 distribution fees the Fund pays. These distribution
fees are reviewed and approved at a different time of the year.

         The Board reviewed the foregoing information in arriving at its decision to renew the investment
advisory agreement. Among other factors, the Board considered:
o        The nature, cost, and quality of the services provided to the Fund and its shareholders;
o        The profitability of the Fund to the Manager;
o        The investment performance of the Fund in comparison to regular market indices;
o        Economies of scale that may be available to the Fund from the Manager;
o        Fees paid by other mutual funds for similar services;
o        The value and quality of any other benefits or services received by the Fund from its relationship with
              the Manager; and
o        The direct and indirect benefits the Manager received from its relationship with the Fund. These
              included services provided by the Distributor and the Transfer Agent, and brokerage and soft dollar
              arrangements permissible under Section 28(e) of the Securities Exchange Act.

         The Board considered that the Manager must be able to pay and retain high quality personnel at
competitive rates to provide services to the Fund. The Board also considered that maintaining the financial
viability of the Manager is important so that the Manager will be able to continue to provide quality services to
the Fund and its shareholders in adverse times. The Board also considered the investment performance of other
mutual funds advised by the Manager. The Board is aware that there are alternatives to the use of the Manager.

         These matters were also considered by the Independent Trustees, meeting separately from the full Board
with experienced Counsel to the Fund who assisted the Board in its deliberations. The Fund's Counsel is
independent of the Manager within the meaning and intent of the SEC Rules regarding the independence of counsel.

         After careful deliberation, the Board, including the Independent Trustees, concluded that it was in the
best interest of shareholders to continue the investment advisory agreement for another year. In arriving at a
decision, the Board did not single out any one factor or group of factors as being more important than other
factors, but considered all factors together. The Board judged the terms and conditions of the investment
advisory agreement, including the investment advisory fee, in light of all of the surrounding circumstances.

Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement. One of the duties of the Manager under the investment
advisory agreement is to arrange the portfolio transactions for the Fund. The advisory agreement contains
provisions relating to the employment of broker-dealers to effect the Fund's portfolio transactions. The Manager
is authorized by the advisory agreement to employ broker-dealers, including "affiliated" brokers, as that term is
defined in the Investment Company Act. The Manager may employ broker-dealers that the Manager thinks, in its best
judgment based on all relevant factors, will implement the policy of the Fund to obtain, at reasonable expense,
the "best execution" of the Fund's portfolio transactions. "Best execution" means prompt and reliable execution
at the most favorable price obtainable. The Manager need not seek competitive commission bidding. However, it is
expected to be aware of the current rates of eligible brokers and to minimize the commissions paid to the extent
consistent with the interests and policies of the Fund as established by its Board of Trustees.


      Under the investment advisory agreement, in choosing brokers to execute portfolio transactions for the
Fund, the Manager may select brokers (other than affiliates) that provide brokerage and/or research services to
the Fund and/or the other accounts over which the Manager or its affiliates have investment discretion.  The
commission paid to those brokers may be higher than another qualified broker would charge, if the Manager makes a
good faith determination that the commission is fair and reasonable in relation to the services provided.

                  Subject to those  considerations,  as a factor in  selecting  brokers  for the  Fund's  portfolio
transactions,  the investment  advisory  agreement also permits the Manager to consider sales of shares of the Fund
and other investment companies for which the Manager or an affiliate serves as investment adviser.
Notwithstanding that authority, and with the concurrence of the Fund's Board, the Manager has determined not to
consider sales of shares of the Fund and other investment companies for which the Manager or an affiliate serves
as investment adviser as a factor in selecting brokers for the Fund's portfolio transactions.  However, the
Manager may continue to effect portfolio transactions through brokers who sell shares of the Fund.

Brokerage Practices Followed by the Manager. The Manager allocates brokerage for the Fund subject to the
provisions of the investment advisory agreement and the procedures and rules described above. Generally, the
Manager's portfolio traders allocate brokerage based upon recommendations from the Manager's portfolio managers.
In certain instances, portfolio managers may directly place trades and allocate brokerage. In either case, the
Manager's executive officers supervise the allocation of brokerage.


         Transactions in securities other than those for which an exchange is the primary market are generally
done with principals or market makers. In transactions on foreign exchanges, the Fund may be required to pay
fixed brokerage commissions and therefore would not have the benefit of negotiated commissions available in U.S.
markets. Brokerage commissions are paid primarily for transactions in listed securities or for certain
fixed-income agency transactions in the secondary market. Otherwise, brokerage commissions are paid only if it
appears likely that a better price or execution can be obtained by doing so. In an option transaction, the Fund
ordinarily uses the same broker for the purchase or sale of the option and any transaction in the securities to
which the option relates.

         Other funds advised by the Manager have investment policies similar to those of the Fund. Those other
funds may purchase or sell the same securities as the Fund at the same time as the Fund, which could affect the
supply and price of the securities. If two or more funds advised by the Manager purchase the same security on the
same day from the same dealer, the transactions under those combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed for each account.

         In an option transaction, the Fund ordinarily uses the same broker for the purchase or sale of the
option and any transaction in the securities to which the option relates. When possible, the Manager tries to
combine concurrent orders to purchase or sell the same security by more than one of the accounts managed by the
Manager or its affiliates. The transactions under those combined orders are averaged as to price and allocated in
accordance with the purchase or sale orders actually placed for each account.

         The investment advisory agreement permits the Manager to allocate brokerage for research services. The
research services provided by a particular broker may be useful only to one or more of the advisory accounts of
the Manager and its affiliates. The investment research received for the commissions of those other accounts may
be useful both to the Fund and one or more of the Manager's other accounts. Investment research may be supplied
to the Manager by a third party at the instance of a broker through which trades are placed.

         Investment research services include information and analysis on particular companies and industries as
well as market or economic trends and portfolio strategy, market quotations for portfolio evaluations,
information systems, computer hardware and similar products and services. If a research service also assists the
Manager in a non-research capacity (such as bookkeeping or other administrative functions), then only the
percentage or component that provides assistance to the Manager in the investment decision-making process may be
paid in commission dollars.

         The Board of Trustees permits the Manager to use stated commissions on secondary fixed-income agency
trades to obtain research if the broker represents to the Manager that: (i) the trade is not from or for the
broker's own inventory, (ii) the trade was executed by the broker on an agency basis at the stated commission,
and (iii) the trade is not a riskless principal transaction. The Board of Trustees permits the Manager to use
commissions on fixed-price offerings to obtain research, in the same manner as is permitted for agency
transactions.

         The research services provided by brokers broadens the scope and supplements the research activities of
the Manager. That research provides additional views and comparisons for consideration, and helps the Manager to
obtain market information for the valuation of securities that are either held in the Fund's portfolio or are
being considered for purchase. The Manager provides information to the Board about the commissions paid to
brokers furnishing such services, together with the Manager's representation that the amount of such commissions
was reasonably related to the value or benefit of such services.



     ---------------------------------- -----------------------------------------------------------------
          Fiscal Year Ended 8/31:                Total Brokerage Commissions Paid by the Fund1
     ---------------------------------- -----------------------------------------------------------------
  ------------------------------------- ---------------------------------------------------------------------------
                  2002                                                  $5,238,458
  ------------------------------------- ---------------------------------------------------------------------------
     ---------------------------------- -----------------------------------------------------------------
                  2003                                                  $8,782,536
     ---------------------------------- -----------------------------------------------------------------
     ---------------------------------- -----------------------------------------------------------------

                   2004                                           $9,930,8752

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

1.       Amounts do not include spreads or commissions on principal transactions on a net trade basis.
     In the fiscal year ended  8/31/04,  the amount of  transactions  directed  to brokers for  research
     services was $642,734,692 and amount of the commissions paid to  broker-dealers  for those services
     was $914,324.


Distribution and Service Plans


The Distributor.  Under its General Distributor's Agreement with the Fund, the Distributor acts as the Fund's
principal underwriter in the continuous public offering of the Fund's classes of shares. The Distributor bears
the expenses normally attributable to sales, including advertising and the cost of printing and mailing
prospectuses, other than those furnished to existing shareholders. The Distributor is not obligated to sell a
specific number of shares.

         The sales charges and concessions paid to, or retained by, the Distributor from the sale of shares and
the contingent deferred sales charges retained by the Distributor on the redemption of shares during the Fund's
three most recent fiscal years are shown in the tables below.


- --------------- ----------------------- -----------------------
Fiscal Year     Aggregate Front-End     Class A Front-End
                                        Sales Charges
Ended 8/31:     Sales Charges on        Retained by
                Class A Shares          Distributor1
- --------------- ----------------------- -----------------------
- --------------- ----------------------- -----------------------
     2002            $11,107,427              $2,473,867
- --------------- ----------------------- -----------------------
- --------------- ----------------------- -----------------------
     2003             $6,165,627              $1,306,916
- --------------- ----------------------- -----------------------
- --------------- ----------------------- -----------------------

     2004             $8,609,333              $2,506,575

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

1.       Includes amounts retained by a broker-dealer that is an affiliate or a parent of the Distributor.


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

Fiscal Year     Concessions on Class    Concessions on Class    Concessions on Class C   Concessions on Class
Ended 8/31:     A Shares Advanced by    B Shares Advanced by    Shares Advanced by       N Shares Advanced by
                Distributor1            Distributor1            Distributor1             Distributor1

- --------------- ----------------------- ------------------------------------------------------------------------
- --------------- ----------------------- ---------------------- ------------------------ ------------------------
     2002             $2,999,939             $13,196,558             $2,463,444                $755,491
- --------------- ----------------------- ---------------------- ------------------------ ------------------------
- --------------- ----------------------- ---------------------- ------------------------ ------------------------
     2003             $2,013,246             $5,339,379              $1,079,724                $315,363
- --------------- ----------------------- ---------------------- ------------------------ ------------------------
- --------------- ----------------------- ---------------------- ------------------------ ------------------------

     2004             $1,173,421             $5,971,705              $1,566,277                $732,141

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

1.       The Distributor  advances  concession  payments to financial  intermediaries  for certain sales of Class A
     shares and for sales of Class B and Class C shares from its own resources at the time of sale.


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

Fiscal    Year  Class A Contingent      Class B Contingent      Class C Contingent        Class N Contingent
                Deferred Sales          Deferred Sales                                    Deferred Sales
Ended 8/31:     Charges Retained by     Charges Retained by     Deferred Sales Charges    Charges Retained by
                Distributor             Distributor             Retained by Distributor   Distributor

- --------------- ----------------------- ----------------------- ------------------------- -----------------------
- --------------- ----------------------- ----------------------- ------------------------- -----------------------
     2002              $93,365                $3,072,069                $152,225                  $2,557
- --------------- ----------------------- ----------------------- ------------------------- -----------------------
- --------------- ----------------------- ----------------------- ------------------------- -----------------------
     2003              $67,713                $3,086,814                $140,485                 $326,760
- --------------- ----------------------- ----------------------- ------------------------- -----------------------
- --------------- ----------------------- ----------------------- ------------------------- -----------------------

     2004              $78,402                $2,425,021                $105,674                 $115,630

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

Distribution and Service Plans. The Fund has adopted a Service Plan for Class A shares and Distribution and
Service Plans for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act. Under those
plans the Fund pays the Distributor for all or a portion of its costs incurred in connection with the
distribution and/or servicing of the shares of the particular class. Each plan has been approved by a vote of the
Board of Trustees, including a majority of the Independent Trustees1, cast in person at a meeting called for the
purpose of voting on that plan.


         Under the Plans, the Manager and the Distributor may make payments to affiliates.  In their sole
discretion, they may also from time to time make substantial payments from their own resources, which include the
profits the Manager derives from the advisory fees it receives from the Fund, to compensate brokers, dealers,
financial institutions and other intermediaries for providing distribution assistance and/or administrative
services or that otherwise promote sales of the Fund's shares.  These payments, some of which may be referred to
as "revenue sharing," may relate to the Fund's inclusion on a financial intermediary's preferred list of funds
offered to its clients.

         Financial intermediaries, brokers and dealers may receive other payments from the Distributor or the
Manager from their own resources in connection with the promotion and/or sale of shares of the Fund, including
payments to defray expenses incurred in connection with educational seminars and meetings.  The Manager or
Distributor may share expenses incurred by financial intermediaries in conducting training and educational
meetings about aspects of the Fund for employees of the intermediaries or for hosting client seminars or meetings
at which the Fund is discussed.  In their sole discretion, the Manager and/or the Distributor may increase or
decrease the amount of payments they make from their own resources for these purposes.


         Unless a plan is terminated as described below, the plan continues in effect from year to year but only
if the Fund's Board of Trustees and its Independent Trustees specifically vote annually to approve its
continuance. Approval must be by a vote cast in person at a meeting called for the purpose of voting on
continuing the plan. A plan may be terminated at any time by the vote of a majority of the Independent Trustees
or by the vote of the holders of a "majority" (as defined in the Investment Company Act) of the outstanding
shares of that class.


         The Board of Trustees and the Independent Trustees must approve all material amendments to a plan. An
amendment to increase materially the amount of payments to be made under a plan must be approved by shareholders
of the class affected by the amendment. Because Class B shares of the Fund automatically convert into Class A
shares 72 months after purchase, the Fund must obtain the approval of both Class A and Class B shareholders for a
proposed material amendment to the Class A plan that would materially increase payments under the plan. That
approval must be by a majority of the shares of each class, voting separately by class.

         While the plans are in effect, the Treasurer of the Fund shall provide separate written reports on the
plans to the Board of Trustees at least quarterly for its review. The reports shall detail the amount of all
payments made under a plan and the purpose for which the payments were made. Those reports are subject to the
review and approval of the Independent Trustees.

         Each plan states that while it is in effect, the selection and nomination of those Trustees of the Fund
who are not "interested persons" of the Fund is committed to the discretion of the Independent Trustees.  This
does not prevent the involvement of others in the selection and nomination process as long as the final decision
as to selection or nomination is approved by a majority of the Independent Trustees.

         Under the plans for a class, no payment will be made to any recipient in any quarter in which the
aggregate net asset value of all Fund shares of that class held by the recipient for itself and its customers
does not exceed a minimum amount, if any, that may be set from time to time by a majority of the Independent
Trustees.  The Board of Trustees has set no minimum amount of assets to qualify for payments under the plans.

|X|      Class A Service Plan Fees. Under the Class A service plan, the Distributor currently uses the fees it
receives from the Fund to pay brokers, dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they provide for their customers who hold
Class A shares. The services include, among others, answering customer inquiries about the Fund, assisting in
establishing and maintaining accounts in the Fund, making the Fund's investment plans available and providing
other services at the request of the Fund or the Distributor. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of Class A shares. The Board has set the
rate at that level. The Distributor does not receive or retain the service fee on Class A shares in accounts for
which the Distributor has been listed as the broker-dealer of record.  While the plan permits the Board to
authorize payments to the Distributor to reimburse itself for services under the plan, the Board has not yet done
so, except in the case of the special arrangement described below, regarding grandfathered retirement accounts.
The Distributor makes payments to recipients quarterly at an annual rate not to exceed 0.25% of the average
annual net assets consisting of Class A shares held in the accounts of the recipients or their customers.

         With respect to purchases of Class A shares subject to a contingent deferred sales charge by certain
retirement plans that purchased such shares prior to March 1, 2001 ("grandfathered retirement accounts"), the
Distributor currently intends to pay the service fee to recipients in advance for the first year after the shares
are purchased. During the first year the shares are sold, the Distributor retains the service fee to reimburse
itself for the costs of distributing the shares. After the first year shares are outstanding, the Distributor
makes service fee payments to recipients quarterly on those shares. The advance payment is based on the net asset
value of shares sold. Shares purchased by exchange do not qualify for the advance service fee payment. If Class A
shares purchased by grandfathered retirement accounts are redeemed during the first year after their purchase,
the recipient of the service fees on those shares will be obligated to repay the Distributor a pro rata portion
of the advance payment of the service fee made on those shares.

         For the fiscal year ended August 31, 2004 payments under the Class A plan totaled $12,071,622, of which
$308,856 was retained by the Distributor under the arrangement described above, regarding grandfathered
retirement accounts, and included $457,453 paid to an affiliate of the Distributor's parent company.  Any
unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be
recovered in subsequent years. The Distributor may not use payments received under the Class A plan to pay any of
its interest expenses, carrying charges, or other financial costs, or allocation of overhead.

         |X|  Class B, Class C and Class N Distribution and Service Plan Fees. Under each plan, distribution and
service fees are computed on the average of the net asset value of shares in the respective class, determined as
of the close of each regular business day during the period. Each plan provides for the Distributor to be
compensated at a flat rate, whether the Distributor's distribution expenses are more or less than the amounts
paid by the Fund under the plan during the period for which the fee is paid. The types of services that
recipients provide for the service fee are similar to the services provided under the Class A service plan,
described above.

         Each plan permits the Distributor to retain both the asset-based sales charges and the service fees or
to pay recipients the service fee on a quarterly basis, without payment in advance. However, the Distributor
currently intends to pay the service fee to recipients in advance for the first year after Class B, Class C and
Class N shares are purchased. After the first year Class B, Class C or Class N shares are outstanding, after
their purchase, the Distributor makes service fee payments quarterly on those shares. The advance payment is
based on the net asset value of shares sold. Shares purchased by exchange do not qualify for the advance service
fee payment. If Class B, Class C or Class N shares are redeemed during the first year after their purchase, the
recipient of the service fees on those shares will be obligated to repay the Distributor a pro rata portion of
the advance payment of the service fee made on those shares. Class B, Class C or Class N shares may not be
purchased by an investor directly from the Distributor without the investor designating another broker-dealer of
record.  If the investor no longer has another broker-dealer of record for an existing account, the Distributor
is automatically designated as the broker-dealer of record, but solely for the purpose of acting as the
investor's agent to purchase the shares.  In those cases, the Distributor retains the asset-based sales charge
paid on Class B, Class C and Class N shares, but does not retain any service fees as to the assets represented by
that account. The Distributor does not receive or retain the service fee on Class B, Class C or Class N shares as
described below, in accounts for which it is listed as the broker-dealer of record.

         The asset-based sales charge and service fees increase Class B and Class C expenses by 1.00% and the
asset-based sales charge and service fees increase Class N expenses by 0.50% of the net assets per year of the
respective classes.

         The Distributor retains the asset-based sales charge on Class B and Class N shares. The Distributor
retains the asset-based sales charge on Class C shares during the first year the shares are outstanding. It pays
the asset-based sales charge as an ongoing concession to the recipient on Class C shares outstanding for a year
or more. If a dealer has a special agreement with the Distributor, the Distributor will pay the Class B, Class C
or Class N service fee and the asset-based sales charge to the dealer quarterly in lieu of paying the sales
concession and service fee in advance at the time of purchase.

         The  asset-based  sales  charge  on Class B,  Class C and Class N shares  allow  investors  to buy  shares
without a front-end sales charge while allowing the Distributor to compensate  dealers that sell those shares.  The
Fund pays the asset-based sales charge to the Distributor for its services rendered in distributing Class B,
Class C and Class N shares. The payments are made to the Distributor in recognition that the Distributor:
o        pays sales concessions to authorized brokers and dealers at the time of sale and pays service fees as

              described above,
o        may finance payment of sales concessions and/or the advance of the service fee payment to recipients
              under the plans, or may provide such financing from its own resources or from the resources of an
              affiliate,
o        employs personnel to support distribution of Class B, Class C and Class N shares,

o        bears the costs of sales literature, advertising and prospectuses (other than those furnished to current
              shareholders) and state "blue sky" registration fees and certain other distribution expenses,

o        may not be able to adequately compensate dealers that sell Class B, Class C and Class N shares without
              receiving payment under the plans and therefore may not be able to offer such Classes for sale
              absent the plans,
o        receives payments under the plans consistent with the service fees and asset-based sales charges paid by
              other non-proprietary funds that charge 12b-1 fees,
o        may use the payments under the plan to include the Fund in various third-party distribution programs
              that may increase sales of Fund shares,
o        may experience increased difficulty selling the Fund's shares if payments under the plan are
              discontinued because most competitor funds have plans that pay dealers for rendering distribution
              services as much or more than the amounts currently being paid by the Fund, and
o        may not be able to continue providing, at the same or at a lesser cost, the same quality distribution
              sales efforts and services, or to obtain such services from brokers and dealers, if the plan
              payments were to be discontinued.


         During a calendar year, the Distributor's actual expenses in selling Class B, Class C and Class N shares
may be more than the payments it receives from the contingent deferred sales charges collected on redeemed shares
and from asset-based sales charges paid to the Distributor by the Fund under the distribution and service plans.
Those excess expenses are carried over on the Distributor's books and may be recouped from asset-based sales
charge payments from the Fund in future years.  However, the Distributor has voluntarily agreed to cap the amount
of expenses under the plans that may be carried over from year to year and recouped that relate to (i) expenses
the Distributor has incurred that represent compensation and expenses of its sales personnel and (ii) other
direct distribution costs it has incurred, such as sales literature, state registration fees, advertising and
prospectuses used to offer Fund shares.  The cap on the carry-over of those categories of expenses is set at
0.70% of annual gross sales of shares of the Fund.  If those categories of expenses exceed the capped amount, the
Distributor bears the excess costs.  If the Class B, Class C or Class N plan were to be terminated by the Fund,
the Fund's Board of Trustees may allow the Fund to continue payments of the asset-based sales charge to the
Distributor for distributing shares prior to the termination of the plan.


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

                     Distribution Fees Paid to the Distributor for the Fiscal Year Ended 8/31/04

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

Class:               Total Payments       Amount Retained by     Distributor's Aggregate    Distributor's
                                                                 Unreimbursed Expenses      Unreimbursed Expenses as
                     Under Plan           Distributor            Under Plan                 % of Net Assets of Class

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

Class B Plan             $11,697,728           $8,580,8191              $23,948,753                   2.17%

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

Class C Plan             $6,231,668            $1,308,5702              $9,273,924                    1.45%

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

Class N Plan              $772,104              $496,5453               $2,251,979                    1.18%

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

1.       Includes $202,841 paid to an affiliate of the Distributor's parent company.
2.       Includes $202,601 paid to an affiliate of the Distributor's parent company.
3.       Includes $14,070 paid to an affiliate of the Distributor's parent company.

         All payments  under the Class B, Class C and Class N plans are subject to the  limitations  imposed by the
Conduct Rules of the NASD on payments of asset-based sales charges and service fees.

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to illustrate its investment
performance. Those terms include "cumulative total return," "average annual total return," "average annual total
return at net asset value" and "total return at net asset value." An explanation of how total returns are
calculated is set forth below. The charts below show the Fund's performance as of the Fund's most recent fiscal
year end. You can obtain current performance information by calling the Fund's Transfer Agent at 1.800.525.7048
or by visiting the OppenheimerFunds Internet website at www.oppenheimerfunds.com.


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

- ---------------------------Average-Annual--------------------------------------------------------------------------  - 1
         The Fu       l                                    n advertisements must comply with rules of the SEC.
Those rules des       h                                     be used and how it is to be calculated. In general,
any advertisemend's ilhustrTotalsReturns performance data iinclude the average annual total returns for the
advertised clascribe tae types of performance data that may
- ---------------nt by t-e Fund of its performance data must --------------------------------------------------------

               s of sh res of the Fund.
         Use of-------r------------------------------------es an investor to compare the Fund's performance to the
performance of        u                                     number of factors should be considered before using
the Fund's perf standa dized performance calculations enabln with other investments:
               other f nds for the same periods. However, a
o        Total ormance information as a basis for comparisotical account in the Fund over various periods and do
              n                                            s account. Your account's performance will vary from
              treturnslmeasure the performance of a hypotheare received in cash, or you buy or sell shares during
              tot showothe performance of each shareholder'fferent time and price than the shares used in the
              mhe mode  performance data if your dividends
o        The Fuhe perird, or you bought your shares at a di effect of taxes on dividends and capital gains
              dodel.  t

o        An invnd's performance returns may not reflect theIC or any other government agency.
o        The pristribu ions.                               l returns are not guaranteed and normally will

              festmentein the Fund is not insured by the FD
o        When aincipaltvalue of the Fund's shares, and totae worth more or less than their original cost.
o        Total luctuat  on a daily basis.                  historical performance information and are not, and
              sn invesoor's shares are redeemed, they may bure returns.
               returns for any given past period represent
         The pehould nct be considered, a prediction of futeparately, because the performance of each class of
shares will usu                                            fferent kinds of expenses each class bears. The total
returns of eachrformanoe of each class of shares is shown s market conditions, the quality of the Fund's
investments, thally beidifferent. That is because of the dif investments the Fund holds, and its operating
expenses that a class cf shares of the Fund are affected by
               e matur ty of those investments, the types o
         |X|  Tre allotated to the particular class.        types of "total returns" to measure the Fund's
performance. To       u                                    hetical investment in the Fund over a given period,
assuming that aotal Redurn Information. There are different are reinvested in additional shares and that the
investment is rtal ret rn is the change in value of a hypot differences in expenses for each class of shares, the
total returns fll divi ends and capital gains distributionsumulative total return measures the change in value
over the entireedeemed at the end of the period. Because of annual total return shows the average rate of return
for each year ior eachiclass are separately measured. The c total return over the entire period. However, average
annual total re periodo(for example, ten years). An averagemance. The Fund uses standardized calculations for its
total returns an a perrod that would produce the cumulativediscussed below.
               turns d  not show actual year-by-year perfor

              Is presclibed by the SEC. The methodology is es, the current maximum sales charge of 5.75% (as a
percentage of t       r                                    ial investment ("P" in the formula below) (unless the
return is shownn calcutating total returns for Class A sharFor Class B shares, payment of the applicable
contingent defehe offeling price) is deducted from the inithe period for which the return is shown: 5.0% in the
first year, 4.0 withoue sales charge, as described below). fourth years, 2.0% in the fifth year, 1.0% in the sixth
year and none trred saees charge is applied, depending on tingent deferred sales charge is deducted for returns
for the one-yea% in thd second year, 3.0% in the third and ingent deferred sales charge is deducted for returns
for the one-yeahereaftdr. For Class C shares, the 1.0% contprior to 03/01/01 (the inception date for Class N
shares) are basr perioh.  For Class N shares, the 1.0% conto reflect the higher Class N 12b-1 fees. There is no
sales charge onr perioY, and total returns for the periods

               ed on t e Fund's Class A returns, adjusted t

o        Averag Class l shares.                            otal return" of each class is an average annual
compounded rate       u                                    er of years. It is the rate of return based on the
change in valuee Annuay Total Return. The "average annual t000 ("P" in the formula below) held for a number of
years ("n" in t of return for each year in a specified numbValue ("ERV" in the formula) of that investment,
according to th of a hwpothetical initial investment of $1,
               he form la) to achieve an Ending Redeemable
ERV   l/n      e follo ing formula:

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

  P


o        Average Annual Total Return (After Taxes on Distributions). The "average annual total return (after
taxes on distributions)" of Class A shares is an average annual compounded rate of return for each year in a
specified number of years, adjusted to show the effect of federal taxes (calculated using the highest individual
marginal federal income tax rates in effect on any reinvestment date) on any distributions made by the Fund
during the specified period. It is the rate of return based on the change in value of a hypothetical initial
investment of $1,000 ("P" in the formula below) held for a number of years ("n" in the formula) to achieve an
ending value ("ATVD" in the formula) of that investment, after taking into account the effect of taxes on Fund
distributions, but not on the redemption of Fund shares, according to the following formula:

                 - 1                                                                          = Average Annual Total Return (After Taxes on Distributions)
ATVD   l/n
  P

o        Average Annual Total Return (After Taxes on Distributions and Redemptions). The "average annual total
return (after taxes on distributions and redemptions)" of Class A shares is an average annual compounded rate of
return for each year in a specified number of years, adjusted to show the effect of federal taxes (calculated
using the highest individual marginal federal income tax rates in effect on any reinvestment date) on any
distributions made by the Fund during the specified period and the effect of capital gains taxes or capital loss
tax benefits (each calculated using the highest federal individual capital gains tax rate in effect on the
redemption date) resulting from the redemption of the shares at the end of the period. It is the rate of return
based on the change in value of a hypothetical initial investment of $1,000 ("P" in the formula below) held for a
number of years ("n" in the formula) to achieve an ending value ("ATVDR" in the formula) of that investment,
after taking into account the effect of taxes on Fund distributions and on the redemption of Fund shares,
according to the following formula:

ATVDR    l/n      - 1                                                                                           = Average Annual Total Return (After Taxes on Distributions and Redemptions)
  P


o        Cumulative Total Return. The "cumulative total return" calculation measures the change in value of a
hypothetical investment of $1,000 over an entire period of years. Its calculation uses some of the same factors
as average annual total return, but it does not average the rate of return on an annual basis. Cumulative total
return is determined as follows:


- ---------------    = Total Return
    ERV - P

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

       P


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

o        Total Returns at Net Asset Value. From time to time the Fund may also quote a cumulative or an average
annual total return "at net asset value" (without deducting sales charges) for Class A, Class B, Class C or Class
N shares.  There is no sales charge on Class Y shares.  Each is based on the difference in net asset value per
share at the beginning and the end of the period for a hypothetical investment in that class of shares (without
considering front-end or contingent deferred sales charges) and takes into consideration the reinvestment of
dividends and capital gains distributions.


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

                               The Fund's Total Returns for the Periods Ended 8/31/04

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

Class      of      Cumulative Total                              Average Annual Total Returns
                 Returns (10 years or
Shares              life-of-class)

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

                                                 1-Year                    5-Year                    10-Year
                                                                    (or life of class if      (or life of class if
                                                                           less)                      less)

- -------------- ------------------------- ------------------------ ------------------------- --------------------------
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------- ------------
                  After       Without    After         Without       After       Without    After Sales     Without
                  Sales        Sales     Sales          Sales        Sales        Sales        Charge        Sales
                 Charge       Charge       Charge      Charge       Charge       Charge                     Charge
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------- ------------
- -------------- ------------ ------------ ----------- ------------ ------------ ------------ ------------- ------------

Class A1           182.49%      199.72%       0.06%        6.16%       -0.79%        0.39%        10.94%       11.60%

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

Class B2           120.56%      120.56%       0.23%        5.23%       -0.73%       -0.40%         9.37%        9.37%

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

Class C3           176.61%      176.61%       4.35%        5.35%       -0.37%       -0.37%        10.71%       10.71%

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

Class N4           -16.40%      -16.40%       4.80%        5.80%       -4.99%       -4.99%           N/A          N/A

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

Class Y5            42.23%       42.23%       6.55%        6.55%        0.77%        0.77%         5.29%        5.29%

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

Inception of Class A:      01/22/81
Inception of Class B:      11/01/95
Inception of Class C:      12/01/93
Inception of Class N:      03/01/01
Inception of Class Y:      11/03/97


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

                      Average Annual Total Returns for Class A1 Shares (After Sales Charge)
                                          For the Periods Ended 8/31/04

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

After Taxes on Distributions                       0.06%                  -1.85%                   8.67%

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

After Taxes on Distributions and                   0.04%                  -1.09%                   8.39%

Redemption of Fund Shares
- ------------------------------------------ ---------------------- ----------------------- -------------------------

     1.  Inception of Class A:  01/22/81


Other Performance Comparisons. The Fund compares its performance annually to that of an appropriate broadly-based
market index in its Annual Report to shareholders. You can obtain that information by contacting the Transfer
Agent at the addresses or telephone numbers shown on the cover of this Statement of Additional Information. The
Fund may also compare its performance to that of other investments, including other mutual funds, or use rankings
of its performance by independent ranking entities. Examples of these performance comparisons are set forth below.


         |X|  Lipper Rankings. From time to time the Fund may publish the ranking of the performance of its
classes of shares by Lipper, Inc. ("Lipper"). Lipper is a widely-recognized independent mutual fund monitoring
service. Lipper monitors the performance of regulated investment companies, including the Fund, and ranks their
performance for various periods in categories based on investment styles. The Lipper performance rankings are
based on total returns that include the reinvestment of capital gain distributions and income dividends but do
not take sales charges or taxes into consideration. Lipper also publishes "peer-group" indices of the performance
of all mutual funds in a category that it monitors and averages of the performance of the funds in particular
categories.

         |X|  Morningstar Ratings. From time to time the Fund may publish the star rating of the performance of
its classes of shares by Morningstar, Inc., an independent mutual fund monitoring service. Morningstar rates
mutual funds in their specialized market sector.  The Fund is rated among the Large Blend category within
domestic stock funds.


         Morningstar proprietary star ratings reflect historical risk-adjusted total investment return. For each
fund with at least a three-year history, Morningstar calculates a Morningstar Rating(TM)based on a Morningstar
Risk-Adjusted Return measure that accounts for variation in a fund's monthly performance (including the effects
of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding
consistent performance.  The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars,
the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star. (Each share
class is counted as a fraction of one fund within this scale and rated separately, which may cause slight
variations in the distribution percentages.) The Overall Morningstar Rating for a fund is derived from a weighted
average of the performance figures associated with its three-, five-and ten-year (if applicable) Morningstar
Rating metrics.

         |X|  Performance Rankings and Comparisons by Other Entities and Publications. From time to time the Fund
may include in its advertisements and sales literature performance information about the Fund cited in newspapers
and other periodicals such as The New York Times, The Wall Street Journal, Barron's, or similar publications.
That information may include performance quotations from other sources, including Lipper and Morningstar. The
performance of the Fund's classes of shares may be compared in publications to the performance
of various market indices or other investments, and averages, performance rankings or other benchmarks prepared
by recognized mutual fund statistical services.


         Investors may also wish to compare the returns on the Fund's share classes to the return on fixed-income
investments available from banks and thrift institutions. Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or variable time deposits, and various
other instruments such as Treasury bills. However, the Fund's returns and share price are not guaranteed or
insured by the FDIC or any other agency and will fluctuate daily, while bank depository obligations may be
insured by the FDIC and may provide fixed rates of return. Repayment of principal and payment of interest on
Treasury securities is backed by the full faith and credit of the U.S. government.


         From time to time, the Fund may publish rankings or ratings of the Manager or Transfer Agent, and of the
investor services provided by them to shareholders of the Oppenheimer funds, other than performance rankings of
the Oppenheimer funds themselves. Those ratings or rankings of shareholder and investor services by third parties
may include comparisons of their services to those provided by other mutual fund families selected by the rating
or ranking services. They may be based upon the opinions of the rating or ranking service itself, using its
research or judgment, or based upon surveys of investors, brokers, shareholders or others.

         From time to time the Fund may include in its advertisements and sales literature the total return
performance of a hypothetical investment account that includes shares of the Fund and other Oppenheimer funds.
The combined account may be part of an illustration of an asset allocation model or similar presentation. The
account performance may combine total return performance of the Fund and the total return performance of other
Oppenheimer funds included in the account. Additionally, from time to time, the Fund's advertisements and sales
literature may include, for illustrative or comparative purposes, statistical data or other information about
general or specific market and economic conditions. That may include, for example,
o        information about the performance of certain securities or commodities markets or segments of those
              markets,
o        information about the performance of the economies of particular countries or regions,
o        the earnings of companies included in segments of particular industries, sectors, securities markets,
              countries or regions,
o        the availability of different types of securities or offerings of securities,
o        information relating to the gross national or gross domestic product of the United States or other
              countries or regions,
o        comparisons of various market sectors or indices to demonstrate performance, risk, or other
              characteristics of the Fund.

ABOUT your account

How to Buy Shares


Additional information is presented below about the methods that can be used to buy shares of the Fund.  Appendix
B contains more information about the special sales charge arrangements offered by the Fund, and the
circumstances in which sales charges may be reduced or waived for certain classes of investors.

When you purchase shares of the Fund, your ownership interest in the shares of the Fund will be recorded as a
book entry on the records of the Fund.  The Fund will not issue or re-register physical share certificates.

AccountLink. When shares are purchased through AccountLink, each purchase must be at least $50 and shareholders
must invest at least $500 before an Asset Builder Plan (described below) can be established on a new account.
Accounts established prior to November 1, 2002 will remain at $25 for additional purchases. Shares will be
purchased on the regular business day the Distributor is instructed to initiate the Automated Clearing House
("ACH") transfer to buy the shares. Dividends will begin to accrue on shares purchased with the proceeds of ACH
transfers on the business day the Fund receives Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange (the "Exchange"). The Exchange normally closes at 4:00 P.M., but may close
earlier on certain days. If Federal Funds are received on a business day after the close of the Exchange, the
shares will be purchased and dividends will begin to accrue on the next regular business day. The proceeds of ACH
transfers are normally received by the Fund three days after the transfers are initiated. If the proceeds of the
ACH transfer are not received on a timely basis, the Distributor reserves the right to cancel the purchase order.
The Distributor and the Fund are not responsible for any delays in purchasing shares resulting from delays in ACH
transmissions.


Reduced Sales Charges. As discussed in the Prospectus, a reduced sales charge rate may be obtained for Class A
shares under Right of Accumulation and Letters of Intent because of the economies of sales efforts and reduction
in expenses realized by the Distributor, dealers and brokers making such sales. No sales charge is imposed in
certain other circumstances described in Appendix B to this Statement of Additional Information because the
Distributor or dealer or broker incurs little or no selling expenses.

The Oppenheimer Funds. The Oppenheimer funds are those mutual funds for which the Distributor acts as the
distributor and currently include the following:


Oppenheimer AMT-Free Municipals                           Oppenheimer Limited-Term Government Fund
Oppenheimer AMT-Free New York Municipals                  Oppenheimer Limited Term Municipal Fund
Oppenheimer Balanced Fund                                 Oppenheimer Main Street Fund
Oppenheimer Bond Fund                                     Oppenheimer Main Street Opportunity Fund
Oppenheimer California Municipal Fund                     Oppenheimer Main Street Small Cap Fund
Oppenheimer Capital Appreciation Fund                     Oppenheimer MidCap Fund
Oppenheimer Capital Preservation Fund                     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Income Fund                           Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Champion Income Fund                          Oppenheimer Principal Protected Main Street Fund
Oppenheimer Convertible Securities Fund                   Oppenheimer Principal Protected Main Street Fund II
Oppenheimer Developing Markets Fund                       Oppenheimer Principal Protected Main Street Fund III
Oppenheimer Disciplined Allocation Fund                   Oppenheimer Quest Balanced Fund
Oppenheimer Discovery Fund                                Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Emerging Growth Fund                          Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Emerging Technologies Fund                    Oppenheimer Quest Opportunity Value Fund
Oppenheimer Enterprise Fund                               Oppenheimer Quest Value Fund, Inc.
Oppenheimer Equity Fund, Inc.                             Oppenheimer Real Asset Fund
Oppenheimer Global Fund                                   Oppenheimer Real Estate Fund
Oppenheimer Global Opportunities Fund                     Oppenheimer Rochester National Municipals
Oppenheimer Gold & Special Minerals Fund                  Oppenheimer Select Value Fund
Oppenheimer Growth Fund                                   Oppenheimer Senior Floating Rate Fund
Oppenheimer High Yield Fund                               Oppenheimer Small Cap Value Fund
Oppenheimer International Bond Fund                       Oppenheimer Strategic Income Fund
Oppenheimer International Growth Fund                     Oppenheimer Total Return Bond Fund
Oppenheimer International Small Company Fund              Oppenheimer U.S. Government Trust
Oppenheimer International Value Fund                      Oppenheimer Value Fund
Oppenheimer Limited Term California Municipal Fund        Limited-Term New York Municipal Fund
                                                          Rochester Fund Municipals


And the following money market funds:

Oppenheimer Cash Reserves                                 Centennial Government Trust
Oppenheimer Money Market Fund, Inc.                       Centennial Money Market Trust
Centennial America Fund, L. P.                            Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust                    Centennial Tax Exempt Trust


         There is an initial sales charge on the purchase of Class A shares of each of the Oppenheimer funds
described above except the money market funds. Under certain circumstances described in this Statement of
Additional Information, redemption proceeds of certain money market fund shares may be subject to a contingent
deferred sales charge.

Letters of Intent. Under a Letter of Intent ("Letter"), if you purchase Class A shares or Class A and Class B
shares of the Fund and other Oppenheimer funds during a 13-month period, you can reduce the sales charge rate
that applies to your purchases of Class A shares. The total amount of your intended purchases of both Class A and
Class B shares will determine the reduced sales charge rate for the Class A shares purchased during that period.
You can include purchases made up to 90 days before the date of the Letter. Letters do not consider Class C or
Class N shares you purchase or may have purchased.

         A Letter is an investor's statement in writing to the Distributor of the intention to purchase Class A
shares or Class A and Class B shares of the Fund (and other Oppenheimer funds) during a 13-month period (the
"Letter period"). At the investor's request, this may include purchases made up to 90 days prior to the date of
the Letter. The Letter states the investor's intention to make the aggregate amount of purchases of shares which,
when added to the investor's holdings of shares of those funds, will equal or exceed the amount specified in the
Letter. Purchases made by reinvestment of dividends or distributions of capital gains and purchases made at net
asset value without sales charge do not count toward satisfying the amount of the Letter.

         A Letter enables an investor to count the Class A and Class B shares purchased under the Letter to
obtain the reduced sales charge rate on purchases of Class A shares of the Fund (and other Oppenheimer funds)
that applies under the Right of Accumulation to current purchases of Class A shares. Each purchase of Class A
shares under the Letter will be made at the offering price (including the sales charge) that applies to a single
lump-sum purchase of shares in the amount intended to be purchased under the Letter.

         In submitting a Letter, the investor makes no commitment to purchase shares. However, if the investor's
purchases of shares within the Letter period, when added to the value (at offering price) of the investor's
holdings of shares on the last day of that period, do not equal or exceed the intended purchase amount, the
investor agrees to pay the additional amount of sales charge applicable to such purchases. That amount is
described in "Terms of Escrow," below (those terms may be amended by the Distributor from time to time). The
investor agrees that shares equal in value to 5% of the intended purchase amount will be held in escrow by the
Transfer Agent subject to the Terms of Escrow. Also, the investor agrees to be bound by the terms of the
Prospectus, this Statement of Additional Information and the application used for a Letter. If those terms are
amended, as they may be from time to time by the Fund, the investor agrees to be bound by the amended terms and
that those amendments will apply automatically to existing Letters.

         If the total eligible purchases made during the Letter period do not equal or exceed the intended
purchase amount, the concessions previously paid to the dealer of record for the account and the amount of sales
charge retained by the Distributor will be adjusted to the rates applicable to actual total purchases. If total
eligible purchases during the Letter period exceed the intended purchase amount and exceed the amount needed to
qualify for the next sales charge rate reduction set forth in the Prospectus, the sales charges paid will be
adjusted to the lower rate. That adjustment will be made only if and when the dealer returns to the Distributor
the excess of the amount of concessions allowed or paid to the dealer over the amount of concessions that apply
to the actual amount of purchases. The excess concessions returned to the Distributor will be used to purchase
additional shares for the investor's account at the net asset value per share in effect on the date of such
purchase, promptly after the Distributor's receipt thereof.

         The Transfer Agent will not hold shares in escrow for purchases of shares of the Fund and other
Oppenheimer funds by OppenheimerFunds prototype 401(k) plans under a Letter. If the intended purchase amount
under a Letter entered into by an OppenheimerFunds prototype 401(k) plan is not purchased by the plan by the end
of the Letter period, there will be no adjustment of concessions paid to the broker-dealer or financial
institution of record for accounts held in the name of that plan.

         In determining the total amount of purchases made under a Letter, shares redeemed by the investor prior
to the termination of the Letter period will be deducted. It is the responsibility of the dealer of record and/or
the investor to advise the Distributor about the Letter when placing any purchase orders for the investor during
the Letter period. All of such purchases must be made through the Distributor.

         |X|  Terms of Escrow That Apply to Letters of Intent.

         1.   Out of the initial purchase (or subsequent purchases if necessary) made pursuant to a Letter,
shares of the Fund equal in value up to 5% of the intended purchase amount specified in the Letter shall be held
in escrow by the Transfer Agent. For example, if the intended purchase amount is $50,000, the escrow shall be
shares valued in the amount of $2,500 (computed at the offering price adjusted for a $50,000 purchase). Any
dividends and capital gains distributions on the escrowed shares will be credited to the investor's account.

         2.   If the total minimum investment specified under the Letter is completed within the 13-month Letter
period, the escrowed shares will be promptly released to the investor.

         3.   If, at the end of the 13-month Letter period the total purchases pursuant to the Letter are less
than the intended purchase amount specified in the Letter, the investor must remit to the Distributor an amount
equal to the difference between the dollar amount of sales charges actually paid and the amount of sales charges
which would have been paid if the total amount purchased had been made at a single time. That sales charge
adjustment will apply to any shares redeemed prior to the completion of the Letter. If the difference in sales
charges is not paid within twenty days after a request from the Distributor or the dealer, the Distributor will,
within sixty days of the expiration of the Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges. Full and fractional shares remaining after such redemption will be released from
escrow. If a request is received to redeem escrowed shares prior to the payment of such additional sales charge,
the sales charge will be withheld from the redemption proceeds.
         4.   By signing the Letter, the investor irrevocably constitutes and appoints the Transfer Agent as
attorney-in-fact to surrender for redemption any or all escrowed shares.

5.       The shares eligible for purchase under the Letter (or the holding of which may be counted toward
completion of a Letter) include:
(a)      Class A shares sold with a front-end sales charge or subject to a Class A contingent deferred sales
                  charge,
(b)      Class B shares of other Oppenheimer funds acquired subject to a contingent deferred sales charge, and
(c)      Class A or Class B shares acquired by exchange of either (1) Class A shares of one of the other
                  Oppenheimer funds that were acquired subject to a Class A initial or contingent deferred sales
                  charge or (2) Class B shares of one of the other Oppenheimer funds that were acquired subject
                  to a contingent deferred sales charge.

         6.   Shares held in escrow hereunder will automatically be exchanged for shares of another fund to which
an exchange is requested, as described in the section of the Prospectus entitled "How to Exchange Shares" and the
escrow will be transferred to that other fund.

Asset Builder Plans. As explained in the Prospectus, you must initially establish your account with $500.
Subsequently, you can establish an Asset Builder Plan to automatically purchase additional shares directly from a
bank account for as little as $50. For those accounts established prior to November 1, 2002 and which have
previously established Asset Builder Plans, additional purchases will remain at $25. Shares purchased by Asset
Builder Plan payments from bank accounts are subject to the redemption restrictions for recent purchases
described in the Prospectus. Asset Builder Plans are available only if your bank is an ACH member. Asset Builder
Plans may not be used to buy shares for OppenheimerFunds employer-sponsored qualified retirement accounts. Asset
Builder Plans also enable shareholders of Oppenheimer Cash Reserves to use their fund account to make monthly
automatic purchases of shares of up to four other Oppenheimer funds.

         If you make payments from your bank account to purchase shares of the Fund, your bank account will be
debited automatically. Normally the debit will be made two business days prior to the investment dates you
selected on your application. Neither the Distributor, the Transfer Agent nor the Fund shall be responsible for
any delays in purchasing shares that result from delays in ACH transmissions.

         Before you establish Asset Builder payments, you should obtain a prospectus of the selected fund(s) from
your financial advisor (or the Distributor) and request an application from the Distributor. Complete the
application and return it. You may change the amount of your Asset Builder payment or you can terminate these
automatic investments at any time by writing to the Transfer Agent. The Transfer Agent requires a reasonable
period (approximately 10 days) after receipt of your instructions to implement them. The Fund reserves the right
to amend, suspend or discontinue offering Asset Builder plans at any time without prior notice.

Retirement Plans.  Certain types of retirement plans are entitled to purchase shares of the Fund without sales
charges or at reduced sales charge rates, as described in an Appendix to this Statement of Additional
Information.  Certain special sales charge arrangements described in that Appendix apply to retirement plans
whose records are maintained on a daily valuation basis by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill
Lynch") or an independent record keeper that has a contract or special arrangement with Merrill Lynch.  If on the
date the plan sponsor signed the Merrill Lynch record keeping service agreement the plan has less than $1 million
in assets invested in applicable investments (other than assets invested in money market funds), then the
retirement plan may purchase only Class C shares of the Oppenheimer funds.  If on the date the plan sponsor
signed the Merrill Lynch record keeping service agreement the plan has $1 million or more in assets but less than
$5 million in assets invested in applicable investments (other than assets invested in money market funds), then
the retirement plan may purchase only Class N shares of the Oppenheimer funds.  If on the date the plan sponsor
signed the Merrill Lynch record keeping service agreement the plan has $5 million or more in assets invested in
applicable investments (other than assets invested in money market funds), then the retirement plan may purchase
only Class A shares of the Oppenheimer funds.

         OppenheimerFunds has entered into arrangements with certain record keepers whereby the Transfer Agent
compensates the record keeper for its record keeping and account servicing functions that it performs on behalf
of the participant level accounts of a retirement plan. While such compensation may act to reduce the record
keeping fees charged by the retirement plan's record keeper, that compensation arrangement may be terminated at
any time, potentially affecting the record keeping fees charged by the retirement plan's record keeper.

Cancellation of Purchase Orders. Cancellation of purchase orders for the Fund's shares (for example, when a
purchase check is returned to the Fund unpaid) causes a loss to be incurred when the net asset values of the
Fund's shares on the cancellation date is less than on the purchase date. That loss is equal to the amount of the
decline in the net asset value per share multiplied by the number of shares in the purchase order. The investor
is responsible for that loss. If the investor fails to compensate the Fund for the loss, the Distributor will do
so. The Fund may reimburse the Distributor for that amount by redeeming shares from any account registered in
that investor's name, or the Fund or the Distributor may seek other redress.

Classes of Shares. Each class of shares of the Fund represents an interest in the same portfolio of investments
of the Fund. However, each class has different shareholder privileges and features. The net income attributable
to Class B, Class C or Class N shares and the dividends payable on Class B, Class C or Class N shares will be
reduced by incremental expenses borne solely by that class. Those expenses include the asset-based sales charges
to which Class B, Class C and Class N shares are subject.

         The availability of different classes of shares permits an investor to choose the method of purchasing
shares that is more appropriate for the investor. That may depend on the amount of the purchase, the length of
time the investor expects to hold shares, and other relevant circumstances. Class A shares normally are sold
subject to an initial sales charge. While Class B, Class C and Class N shares have no initial sales charge, the
purpose of the deferred sales charge and asset-based sales charge on Class B, Class C and Class N shares is the
same as that of the initial sales charge on Class A shares - to compensate the Distributor and brokers, dealers
and financial institutions that sell shares of the Fund. A salesperson who is entitled to receive compensation
from his or her firm for selling Fund shares may receive different levels of compensation for selling one class
of shares rather than another.

         The  Distributor  will not accept  purchase  orders of  $100,000  or more for Class B shares or a purchase
order of $1 million or more to purchase Class C shares on behalf of a single investor (not including dealer
"street name" or omnibus accounts).


|X|      Class A Shares Subject to a Contingent Deferred Sales Charge. For purchases of Class A shares at net
asset value whether or not subject to a contingent deferred sales charge as described in the Prospectus, no sales
concessions will be paid to the broker-dealer of record, as described in the Prospectus, on sales of Class A
shares purchased with the redemption proceeds of shares of another mutual fund offered as an investment option in
a retirement plan in which Oppenheimer funds are also offered as investment options under a special arrangement
with the Distributor, if the purchase occurs more than 30 days after the Oppenheimer funds are added as an
investment option under that plan. Additionally, that concession will not be paid on purchases of Class A shares
by a retirement plan made with the redemption proceeds of Class N shares of one or more Oppenheimer funds held by
the plan for more than 18 months.

         |X|  Class B Conversion. Under current interpretations of applicable federal income tax law by the
Internal Revenue Service, the conversion of Class B shares to Class A shares 72 months after purchase is not
treated as a taxable event for the shareholder. If those laws or the IRS interpretation of those laws should
change, the automatic conversion feature may be suspended. In that event, no further conversions of Class B
shares would occur while that suspension remained in effect. Although Class B shares could then be exchanged for
Class A shares on the basis of relative net asset value of the two classes, without the imposition of a sales
charge or fee, such exchange could constitute a taxable event for the shareholder, and absent such exchange,
Class B shares might continue to be subject to the asset-based sales charge for longer than six years.

         |X|  Availability of Class N Shares. In addition to the description of the types of retirement plans
which may purchase Class N shares contained in the prospectus, Class N shares also are offered to the following:
o        to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o        to all rollover contributions made to Individual 401(k) plans, Profit-Sharing Plans and Money Purchase
                  Pension Plans,
o        to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and Ascender retirement plans,
o        to all trustee-to-trustee IRA transfers,
o        to all 90-24 type 403(b) transfers,
o        to Group Retirement Plans (as defined in Appendix B to this Statement of Additional Information) which
                  have entered into a special agreement with the Distributor for that purpose,
o        to Retirement Plans qualified under Sections 401(a) or 401(k) of the Internal Revenue Code, the
                  recordkeeper or the plan sponsor for which has entered into a special agreement with the
                  Distributor,
o        to Retirement Plans of a plan sponsor where the aggregate assets of all such plans invested in the
                  Oppenheimer funds is $500,000 or more,
o        to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the purchase with the redemption
                  proceeds of Class A shares of one or more Oppenheimer funds, and
o        to certain customers of broker-dealers and financial advisors that are identified in a special agreement
                  between the broker-dealer or financial advisor and the Distributor for that purpose.

         The sales concession and the advance of the service fee, as described in the Prospectus, will not be
paid to dealers of record on sales of Class N shares on:
              purchases of Class N shares in amounts of $500,000 or more by a retirement plan that pays for the
                  purchase with the redemption proceeds of Class A shares of one or more Oppenheimer funds (other
                  than rollovers from an OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan to any IRA
                  invested in the Oppenheimer funds),
              purchases of Class N shares in amounts of $500,000 or more by a retirement plan that pays for the
                  purchase with the redemption proceeds of  Class C shares of one or more Oppenheimer funds held
                  by the plan for more than one year (other than rollovers from an OppenheimerFunds-sponsored
                  Pinnacle or Ascender 401(k) plan to any IRA invested in the Oppenheimer funds), and
              on purchases of Class N shares by an OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan
                  made with the redemption proceeds of Class A shares of one or more Oppenheimer funds.

         No sales concessions will be paid to the broker-dealer of record, as described in the Prospectus, on
sales of Class N shares purchased with the redemption proceeds of shares of another mutual fund offered as an
investment option in a retirement plan in which Oppenheimer funds are also offered as investment options under a
special arrangement with the Distributor, if the purchase occurs more than 30 days after the Oppenheimer funds
are added as an investment option under that plan.

         |X|  Allocation of Expenses. The Fund pays expenses related to its daily operations, such as custodian
fees, Trustees' fees, transfer agency fees, legal fees and auditing costs. Those expenses are paid out of the
Fund's assets and are  not paid directly by shareholders. However, those expenses reduce the net asset values of
shares, and therefore are indirectly borne by shareholders through their investment.

         The methodology for calculating the net asset value, dividends and distributions of the Fund's share
classes recognizes two types of expenses. General expenses that do not pertain specifically to any one class are
allocated pro rata to the shares of all classes. The allocation is based on the percentage of the Fund's total
assets that is represented by the assets of each class, and then equally to each outstanding share within a given
class. Such general expenses include management fees, legal, bookkeeping and audit fees, printing and mailing
costs of shareholder reports, Prospectuses, Statements of Additional Information and other materials for current
shareholders, fees to unaffiliated Trustees, custodian expenses, share issuance costs, organization and start-up
costs, interest, taxes and brokerage commissions, and non-recurring expenses, such as litigation costs.

         Other expenses that are directly attributable to a particular class are allocated equally to each
outstanding share within that class. Examples of such expenses include distribution and
 service plan (12b-1) fees, transfer and shareholder servicing agent fees and expenses, and shareholder meeting
expenses (to the extent that such expenses pertain only to a specific class).


Fund Account Fees. As stated in the Prospectus, a $12 annual "Minimum Balance Fee" is assessed on each Fund
account with a share balance valued under $500. The Minimum Balance Fee is automatically deducted from each such
Fund account on or about the second to last business day of September.

         Listed below are certain cases in which the Fund has elected, in its discretion, not to assess the Fund
Account Fees.  These exceptions are subject to change:
              A fund account whose shares were acquired after September 30th of the prior year;
o        A fund account that has a balance below $500 due to the automatic conversion of shares from Class B to
                  Class A shares. However, once all Class B shares held in the account have been converted to
                  Class A shares the new account balance may become subject to the Minimum Balance Fee;
o        Accounts of shareholders who elect to access their account documents electronically via eDoc Direct;
o        A fund account that has only certificated shares and, has a balance below $500 and is being escheated;
o        Accounts of shareholders that are held by broker-dealers under the NSCC Fund/SERV system;
o        Accounts held under the Oppenheimer Legacy Program and/or holding certain Oppenheimer Variable Account
                  Funds;
o        Omnibus accounts holding shares pursuant to the Pinnacle, Ascender, Custom Plus, Recordkeeper Pro and
                  Pension Alliance Retirement Plan programs; and
o        A fund account that falls below the $500 minimum solely due to market fluctuations within the 12-month
                  period preceding the date the fee is deducted.


         To access account documents electronically via eDocs Direct, please visit the Service Center on our
website at www.oppenheimerfunds.com or call 1.888.470.0862 for instructions.


         The Fund reserves the authority to modify Fund Account Fees in its discretion.


Determination of Net Asset Values Per Share. The net asset values per share of each class of shares of the Fund
are determined as of the close of business of the Exchange on each day that the Exchange is open. The calculation
is done 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. The Exchange normally closes at 4:00 P.M., Eastern time, but may close earlier on
some other days (for example, in case of weather emergencies or on days falling before a U.S. holiday). All
references to time in this Statement of Additional Information mean "Eastern time." The Exchange's most recent
annual announcement (which is subject to change) states that it will close on New Year's Day, Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. It may also close on other days.


         Dealers other than Exchange members may conduct trading in certain securities on days on which the
Exchange is closed (including weekends and holidays) or after 4:00 P.M. on a regular business day. Because the
Fund's net asset values will not be calculated on those days, the Fund's net asset values per share may be
significantly affected on such days when shareholders may not purchase or redeem shares.  Additionally, trading
on European and Asian stock exchanges and over-the-counter markets normally is completed before the close of the
Exchange.


         Changes in the values of securities traded on foreign exchanges or markets as a result of events that
occur after the prices of those securities are determined, but before the close of the Exchange, will not be
reflected in the Fund's calculation of its net asset values that day unless the Manager determines that the event
is likely to effect a material change in the value of the security. The Manager, or an internal valuation
committee established by the Manager, as applicable, may establish a valuation, under procedures established by
the Board and subject to the approval, ratification and confirmation by the Board at its next ensuing meeting.

         |X|  Securities Valuation. The Fund's Board of Trustees has established procedures for the valuation of
the Fund's securities. In general those procedures are as follows:
o        Equity securities traded on a U.S. securities exchange or on Nasdaq(R)are valued as follows:
(1)      if last sale information is regularly reported, they are valued at the last reported sale price on the

                      principal exchange on which they are traded or on Nasdaq(R), as applicable, on that day, or

(2)      if last sale information is not available on a valuation date, they are valued at the last reported sale
                      price preceding the valuation date if it is within the spread of the closing "bid" and
                      "asked" prices on the valuation date or, if not,  at the closing "bid" price on the
                      valuation date.
o        Equity securities traded on a foreign securities exchange generally are valued in one of the following
ways:
(1)      at the last sale price available to the pricing service approved by the Board of Trustees, or
(2)      at the last sale price obtained by the Manager from the report of the principal exchange on which the
                      security is traded at its last trading session on or immediately before the valuation date,
                      or
(3)      at the mean between the "bid" and "asked" prices obtained from the principal exchange on which the
                      security is traded or, on the basis of reasonable inquiry, from two market makers in the
                      security.
o        Long-term debt securities having a remaining maturity in excess of 60 days are valued based on the mean
between the "bid" and "asked" prices determined by a portfolio pricing service approved by the Fund's Board of
Trustees or obtained by the Manager from two active market makers in the security on the basis of reasonable
inquiry.
o        The following securities are valued at the mean between the "bid" and "asked" prices determined by a
pricing service approved by the Fund's Board of Trustees or obtained by the Manager from two active market makers
in the security on the basis of reasonable inquiry:
(1)      debt instruments that have a maturity of more than 397 days when issued,
(2)      debt instruments that had a maturity of 397 days or less when issued and have a remaining maturity of
                      more than 60 days, and
(3)      non-money market debt instruments that had a maturity of 397 days or less when issued and which have a
                      remaining maturity of 60 days or less.
o        The following securities are valued at cost, adjusted for amortization of premiums and accretion of
discounts:
(1)      money market debt securities held by a non-money market fund that had a maturity of less than 397 days
                      when issued that have a remaining maturity of 60 days or less, and
(2)      debt instruments held by a money market fund that have a remaining maturity of 397 days or less.
o        Securities (including restricted securities) not having readily-available market quotations are valued
at fair value determined under the Board's procedures. If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the "bid" and "asked" prices provided by a
single active market maker (which in certain cases may be the "bid" price if no "asked" price is available).


         In the case of U.S. government securities, mortgage-backed securities, corporate bonds and foreign
government securities, when last sale information is not generally available, the Manager may use pricing
services approved by the Board of Trustees.  The pricing service may use "matrix" comparisons to the prices for
comparable instruments on the basis of quality, yield and maturity.  Other special factors may be involved (such
as the tax-exempt status of the interest paid by municipal securities).  The Manager will monitor the accuracy of
the pricing services.  That monitoring may include comparing prices used for portfolio valuation to actual sales
prices of selected securities.

         The closing prices in the New York foreign exchange market on a particular business day that are
provided to the Manager by a bank, dealer or pricing service that the Manager has determined to be reliable are
used to value foreign currency, including forward contracts, and to convert to U.S. dollars securities that are
denominated in foreign currency.

         Puts, calls, and futures are valued at the last sale price on the principal exchange on which they are
traded or on Nasdaq(R), as applicable, as determined by a pricing service approved by the Board of Trustees or by
the Manager.  If there were no sales that day, they shall be valued at the last sale price on the preceding
trading day if it is within the spread of the closing "bid" and "asked" prices on the principal exchange or on
Nasdaq(R)on the valuation date. If not, the value shall be the closing bid price on the principal exchange or on
Nasdaq(R)on the valuation date. If the put, call or future is not traded on an exchange or on Nasdaq(R), it shall be
valued by the mean between "bid" and "asked" prices obtained by the Manager from two active market makers. In
certain cases that may be at the "bid" price if no "asked" price is available.


         When the Fund writes an option, an amount equal to the premium received is included in the Fund's
Statement of Assets and Liabilities as an asset. An equivalent credit is included in the liability section. The
credit is adjusted ("marked-to-market") to reflect the current market value of the option. In determining the
Fund's gain on investments, if a call or put written by the Fund is exercised, the proceeds are increased by the
premium received. If a call or put written by the Fund expires, the Fund has a gain in the amount of the premium.
If the Fund enters into a closing purchase transaction, it will have a gain or loss, depending on whether the
premium received was more or less than the cost of the closing transaction. If the Fund exercises a put it holds,
the amount the Fund receives on its sale of the underlying investment is reduced by the amount of premium paid by
the Fund.

How to Sell Shares

The information below supplements the terms and conditions for redeeming shares set forth in the Prospectus.


Sending Redemption Proceeds by Federal Funds Wire. The Federal Funds wire of redemption proceeds may be delayed
if the Fund's custodian bank is not open for business on a day when the Fund would normally authorize the wire to
be made, which is usually the Fund's next regular business day following the redemption. In those circumstances,
the wire will not be transmitted until the next bank business day on which the Fund is open for business. No
dividends will be paid on the proceeds of redeemed shares awaiting transfer by Federal Funds wire.


Reinvestment Privilege. Within six months of a redemption, a shareholder may reinvest all or part of the
redemption proceeds of:
o        Class A shares purchased subject to an initial sales charge or Class A shares on which a contingent
              deferred sales charge was paid, or
o        Class B shares that were subject to the Class B contingent deferred sales charge when redeemed.

         The reinvestment may be made without sales charge only in Class A shares of the Fund or any of the other
Oppenheimer funds into which shares of the Fund are exchangeable as described in "How to Exchange Shares" below.
Reinvestment will be at the net asset value next computed after the Transfer Agent receives the reinvestment
order. The shareholder must ask the Transfer Agent for that privilege at the time of reinvestment. This privilege
does not apply to Class C, Class N or Class Y shares. The Fund may amend, suspend or cease offering this
reinvestment privilege at any time as to shares redeemed after the date of such amendment, suspension or
cessation.

         Any capital gain that was realized when the shares were redeemed is taxable, and reinvestment will not
alter any capital gains tax payable on that gain. If there has been a capital loss on the redemption, some or all
of the loss may not be tax deductible, depending on the timing and amount of the reinvestment. Under the Internal
Revenue Code, if the redemption proceeds of Fund shares on which a sales charge was paid are reinvested in shares
of the Fund or another of the Oppenheimer funds within 90 days of payment of the sales charge, the shareholder's
basis in the shares of the Fund that were redeemed may not include the amount of the sales charge paid. That
would reduce the loss or increase the gain recognized from the redemption. However, in that case the sales charge
would be added to the basis of the shares acquired by the reinvestment of the redemption proceeds.

Payments "In Kind". The Prospectus states that payment for shares tendered for redemption is ordinarily made in
cash. However, under certain circumstances, the Board of Trustees of the Fund may determine that it would be
detrimental to the best interests of the remaining shareholders of the Fund to make payment of a redemption order
wholly or partly in cash. In that case, the Fund may pay the redemption proceeds in whole or in part by a
distribution "in kind" of liquid securities from the portfolio of the Fund, in lieu of cash.

         The Fund has elected to be governed by Rule 18f-1 under the Investment Company Act. Under that rule, the
Fund is obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of the net assets of the
Fund during any 90-day period for any one shareholder. If shares are redeemed in kind, the redeeming shareholder
might incur brokerage or other costs in selling the securities for cash. The Fund will value securities used to
pay redemptions in kind using the same method the Fund uses to value its portfolio securities described above
under "Determination of Net Asset Values Per Share." That valuation will be made as of the time the redemption
price is determined.


Involuntary Redemptions.  The Fund's Board of Trustees has the right to cause the involuntary redemption of the
shares held in any account if the aggregate net asset value of those shares is less than $200 or such lesser
amount as the Board may fix. The Board will not cause the involuntary redemption of shares in an account if the
aggregate net asset value of such shares has fallen below the stated minimum solely as a result of market
fluctuations. If the Board exercises this right, it may also fix the requirements for any notice to be given to
the shareholders in question (not less than 30 days). The Board may alternatively set requirements for the
shareholder to increase the investment, or set other terms and conditions so that the shares would not be
involuntarily redeemed.


Transfers of Shares. A transfer of shares to a different registration is not an event that triggers the payment
of sales charges. Therefore, shares are not subject to the payment of a contingent deferred sales charge of any
class at the time of transfer to the name of another person or entity. It does not matter whether the transfer
occurs by absolute assignment, gift or bequest, as long as it does not involve, directly or indirectly, a public
sale of the shares. When shares subject to a contingent deferred sales charge are transferred, the transferred
shares will remain subject to the contingent deferred sales charge. It will be calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at the same time as the transferring
shareholder.

         If less than all shares held in an account are transferred, and some but not all shares in the account
would be subject to a contingent deferred sales charge if redeemed at the time of transfer, the priorities
described in the Prospectus under "How to Buy Shares" for the imposition of the Class B, Class C and Class N
contingent deferred sales charge will be followed in determining the order in which shares are transferred.

Distributions From Retirement Plans. Requests for distributions from OppenheimerFunds-sponsored IRAs, SEP-IRAs,
SIMPLE IRAs, 403(b)(7) custodial plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address listed in "How To Sell Shares"
in the Prospectus or on the back cover of this Statement of Additional Information. The request must:
(1)      state the reason for the distribution;
(2)      state the owner's awareness of tax penalties if the distribution is premature; and
(3)      conform to the requirements of the plan and the Fund's other redemption requirements.

         Participants (other than self-employed plan sponsors) in OppenheimerFunds-sponsored pension or
profit-sharing plans with shares of the Fund held in the name of the plan or its fiduciary may not directly
request redemption of their accounts. The plan administrator or fiduciary must sign the request.

         Distributions from pension and profit sharing plans are subject to special requirements under the
Internal Revenue Code and certain documents (available from the Transfer Agent) must be completed and submitted
to the Transfer Agent before the distribution may be made. Distributions from retirement plans are subject to
withholding requirements under the Internal Revenue Code, and IRS Form W-4P (available from the Transfer Agent)
must be submitted to the Transfer Agent with the distribution request, or the distribution may be delayed. Unless
the shareholder has provided the Transfer Agent with a certified tax identification number, the Internal Revenue
Code requires that tax be withheld from any distribution even if the shareholder elects not to have tax withheld.
The Fund, the Manager, the Distributor, and the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not be responsible for any tax penalties
assessed in connection with a distribution.

Special Arrangements for Repurchase of Shares from Dealers and Brokers. The Distributor is the Fund's agent to
repurchase its shares from authorized dealers or brokers on behalf of their customers. Shareholders should
contact their broker or dealer to arrange this type of redemption. The repurchase price per share will be the net
asset value next computed after the Distributor receives an order placed by the dealer or broker. However, if the
Distributor receives a repurchase order from a dealer or broker after the close of the Exchange on a regular
business day, it will be processed at that day's net asset value if the order was received by the dealer or
broker from its customers prior to the time the Exchange closes. Normally, the Exchange closes at 4:00 P.M., but
may do so earlier on some days. Additionally, the order must have been transmitted to and received by the
Distributor prior to its close of business that day (normally 5:00 P.M.).

         Ordinarily, for accounts redeemed by a broker-dealer under this procedure, payment will be made within
three business days after the shares have been redeemed upon the Distributor's receipt of the required redemption
documents in proper form. The signature(s) of the registered owners on the redemption documents must be
guaranteed as described in the Prospectus.

Automatic Withdrawal and Exchange Plans. Investors owning shares of the Fund valued at $5,000 or more can
authorize the Transfer Agent to redeem shares (having a value of at least $50) automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will be redeemed three business
days prior to the date requested by the shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made by check payable to all shareholders of
record. Payments must also be sent to the address of record for the account and the address must not have been
changed within the prior 30 days. Required minimum distributions from OppenheimerFunds-sponsored retirement plans
may not be arranged on this basis.

         Payments are normally made by check, but shareholders having AccountLink privileges (see "How To Buy
Shares") may arrange to have Automatic Withdrawal Plan payments transferred to the bank account designated on the
account application or by signature-guaranteed instructions sent to the Transfer Agent. Shares are normally
redeemed pursuant to an Automatic Withdrawal Plan three business days before the payment transmittal date you
select in the account application. If a contingent deferred sales charge applies to the redemption, the amount of
the check or payment will be reduced accordingly.

         The Fund cannot guarantee receipt of a payment on the date requested. The Fund reserves the right to
amend, suspend or discontinue offering these plans at any time without prior notice. Because of the sales charge
assessed on Class A share purchases, shareholders should not make regular additional Class A share purchases
while participating in an Automatic Withdrawal Plan. Class B, Class C and Class N shareholders should not
establish automatic withdrawal plans, because of the potential imposition of the contingent deferred sales charge
on such withdrawals (except where the Class B, Class C or Class N contingent deferred sales charge is waived as
described in Appendix B to this Statement of Additional Information).

         By requesting an Automatic Withdrawal or Exchange Plan, the shareholder agrees to the terms and
conditions that apply to such plans, as stated below. These provisions may be amended from time to time by the
Fund and/or the Distributor. When adopted, any amendments will automatically apply to existing Plans.

         |X|  Automatic Exchange Plans. Shareholders can authorize the Transfer Agent to exchange a
pre-determined amount of shares of the Fund for shares (of the same class) of other Oppenheimer funds
automatically on a monthly, quarterly, semi-annual or annual basis under an Automatic Exchange Plan. The minimum
amount that may be exchanged to each other fund account is $50. Instructions should be provided on the
OppenheimerFunds Application or signature-guaranteed instructions. Exchanges made under these plans are subject
to the restrictions that apply to exchanges as set forth in "How to Exchange Shares" in the Prospectus and below
in this Statement of Additional Information.

         Automatic  Withdrawal  Plans.  Fund  shares will be redeemed as  necessary  to meet  withdrawal  payments.
Shares  acquired  without a sales charge will be redeemed  first.  Shares  acquired with  reinvested  dividends and
capital gains  distributions will be redeemed next,  followed by shares acquired with a sales charge, to the extent
necessary to make  withdrawal  payments.  Depending  upon the amount  withdrawn,  the  investor's  principal may be
depleted. Payments made under these plans should not be considered as a yield or income on your investment.


         The Transfer Agent will administer the investor's Automatic Withdrawal Plan as agent for the
shareholder(s) (the "Planholder") who executed the plan authorization and application submitted to the Transfer
Agent. Neither the Fund nor the Transfer Agent shall incur any liability to the Planholder for any action taken
or not taken by the Transfer Agent in good faith to administer the plan. Share certificates will not be issued
for shares of the Fund purchased for and held under the plan, but the Transfer Agent will credit all such shares
to the account of the Planholder on the records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the plan application so that the shares represented by the
certificate may be held under the plan.


         For accounts subject to Automatic Withdrawal Plans, distributions of capital gains must be reinvested in
shares of the Fund, which will be done at net asset value without a sales charge. Dividends on shares held in the
account may be paid in cash or reinvested.

         Shares will be redeemed to make withdrawal payments at the net asset value per share determined on the
redemption date. Checks or AccountLink payments representing the proceeds of Plan withdrawals will normally be
transmitted three business days prior to the date selected for receipt of the payment, according to the choice
specified in writing by the Planholder. Receipt of payment on the date selected cannot be guaranteed.


         The amount and the interval of disbursement payments and the address to which checks are to be mailed or
AccountLink payments are to be sent may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time after mailing such notification for the requested
change to be put in effect. The Planholder may, at any time, instruct the Transfer Agent by written notice to
redeem all, or any part of, the shares held under the plan. That notice must be in proper form in accordance with
the requirements of the then-current Prospectus of the Fund. In that case, the Transfer Agent will redeem the
number of shares requested at the net asset value per share in effect and will mail a check for the proceeds to
the Planholder.

         The Planholder may terminate a plan at any time by writing to the Transfer Agent. The Fund may also give
directions to the Transfer Agent to terminate a plan. The Transfer Agent will also terminate a plan upon its
receipt of evidence satisfactory to it that the Planholder has died or is legally incapacitated. Upon termination
of a plan by the Transfer Agent or the Fund, shares that have not been redeemed will be held in uncertificated
form in the name of the Planholder. The account will continue as a dividend-reinvestment, uncertificated account
unless and until proper instructions are received from the Planholder, his or her executor or guardian, or
another authorized person.

         If the Transfer Agent ceases to act as transfer agent for the Fund, the Planholder will be deemed to
have appointed any successor transfer agent to act as agent in administering the plan.


How to Exchange Shares

As stated in the Prospectus, shares of a particular class of Oppenheimer funds having more than one class of
shares may be exchanged only for shares of the same class of other Oppenheimer funds. Shares of Oppenheimer funds
that have a single class without a class designation are deemed "Class A" shares for this purpose. You can obtain
a current list showing which funds offer which classes of shares by calling the Distributor.

o        All of the Oppenheimer funds currently offer Class A, B, C, N and Y shares with the following
         exceptions:

     The following funds only offer Class A shares:

     Centennial America Fund, L.P.                               Centennial Money Market Trust
     Centennial California Tax Exempt Trust                      Centennial New York Tax Exempt Trust
     Centennial Government Trust                                 Centennial Tax Exempt Trust

                                                                Oppenheimer Pennsylvania Municipal Fund
              The following funds do not offer Class N shares:
         Oppenheimer AMT-Free Municipals

         Oppenheimer AMT-Free New York Municipals               Oppenheimer Rochester National Municipals
     Oppenheimer California Municipal Fund                    Limited Term New York Municipal Fund
     Oppenheimer Limited Term Municipal Fund                  Oppenheimer Senior Floating Rate Fund

         Oppenheimer New Jersey Municipal Fund                    Rochester Fund Municipals

         Oppenheimer Principal Protected Main Street Fund II      Oppenheimer Limited Term California Municipal Fund
     Oppenheimer International Value Fund


     The following funds do not offer Class Y shares:

     Oppenheimer AMT-Free Municipals                          Oppenheimer Limited Term Municipal Fund
     Oppenheimer AMT-Free New York Municipals                 Oppenheimer Balanced Fund
     Oppenheimer California Municipal Fund                    Oppenheimer New Jersey Municipal Fund
     Oppenheimer Capital Income Fund                          Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Cash Reserves                                Oppenheimer Principal Protected Main Street Fund
     Oppenheimer Champion Income Fund                         Oppenheimer Principal Protected Main Street Fund II
     Oppenheimer Convertible Securities Fund                  Oppenheimer Principal Protected Main Street Fund III
     Oppenheimer Disciplined Allocation Fund                  Oppenheimer Quest Capital Value Fund, Inc.
     Oppenheimer Developing Markets Fund                      Oppenheimer Quest International Value Fund, Inc.
     Oppenheimer Gold & Special Minerals Fund                 Oppenheimer Rochester National Municipals
     Oppenheimer International Bond Fund                      Oppenheimer Senior Floating Rate Fund
     Oppenheimer International Growth Fund                    Oppenheimer Small Cap Value Fund
     Oppenheimer International Small Company Fund             Oppenheimer Total Return Bond Fund
                                                              Limited Term New York Municipal Fund

o        Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y shares.

o        Class Y shares of Oppenheimer Real Asset Fund may not be exchanged for shares of any other fund.
o        Class B, Class C and Class N shares of Oppenheimer Cash Reserves are generally available only by
         exchange from the same class of shares of other Oppenheimer funds or through OppenheimerFunds-sponsored
         401(k) plans.
o        Class M shares of Oppenheimer Convertible Securities Fund may be exchanged only for Class A shares of
         other Oppenheimer funds. They may not be acquired by exchange of shares of any class of any other
         Oppenheimer funds except Class A shares of Oppenheimer Money Market Fund or Oppenheimer Cash Reserves
         acquired by exchange of Class M shares.
     o   Shares of Oppenheimer Capital Preservation Fund may not be exchanged for shares of Oppenheimer Money
         Market Fund, Inc., Oppenheimer Cash Reserves or Oppenheimer Limited-Term Government Fund. Only
         participants in certain retirement plans may purchase shares of Oppenheimer Capital Preservation Fund,
         and only those participants may exchange shares of other Oppenheimer funds for shares of Oppenheimer
         Capital Preservation Fund.
     o   Class A shares of Oppenheimer funds may be exchanged at net asset value for shares of any money market
         fund offered by the Distributor. Shares of any money market fund purchased without a sales charge may be
         exchanged for shares of Oppenheimer funds offered with a sales charge upon payment of the sales charge.
         They may also be used to purchase shares of Oppenheimer funds subject to an early withdrawal charge or
         contingent deferred sales charge.
o        Shares of Oppenheimer Money Market Fund, Inc. purchased with the redemption proceeds of shares of other
         mutual funds (other than funds managed by the Manager or its subsidiaries) redeemed within the 30 days
         prior to that purchase may subsequently be exchanged for shares of other Oppenheimer funds without being
         subject to an initial sales charge or contingent deferred sales charge. To qualify for that privilege,
         the investor or the investor's dealer must notify the Distributor of eligibility for this privilege at
         the time the shares of Oppenheimer Money Market Fund, Inc. are purchased. If requested, they must supply
         proof of entitlement to this privilege.
o        Shares of the Fund acquired by reinvestment of dividends or distributions from any of the other
         Oppenheimer funds or from any unit investment trust for which reinvestment arrangements have been made
         with the Distributor may be exchanged at net asset value for shares of any of the Oppenheimer funds.

o        Shares of Oppenheimer Principal Protected Main Street Fund may be exchanged at net asset value for
         shares of any of the Oppenheimer funds. However, shareholders are not permitted to exchange shares of
         other Oppenheimer funds for shares of Oppenheimer Principal Protected Main Street Fund until after the
         expiration of the warranty period (8/5/2010).
o        Shares of Oppenheimer Principal Protected Main Street Fund II may be exchanged at net asset value for
         shares of any of the Oppenheimer funds. However, shareholders are not permitted to exchange shares of
         other Oppenheimer funds for shares of Oppenheimer Principal Protected Main Street Fund II until after
         the expiration of the warranty period (2/4/2011).
o        Shares of Oppenheimer Principal Protected Main Street Fund III may be exchanged at net asset value for
         shares of any of the Oppenheimer funds. However, shareholders are not permitted to exchange shares of
         other Oppenheimer funds for shares of Oppenheimer Principal Protected Main Street Fund III until after
         the expiration of the warranty period (12/6/2011).


         The Fund may amend, suspend or terminate the exchange privilege at any time. Although the Fund may
impose these changes at any time, it will provide you with notice of those changes whenever it is required to do
so by applicable law. It may be required to provide 60 days' notice prior to materially amending or terminating
the exchange privilege. That 60 day notice is not required in extraordinary circumstances.

         |X|  How Exchanges Affect Contingent Deferred Sales Charges. No contingent deferred sales charge is
imposed on exchanges of shares of any class purchased subject to a contingent deferred sales charge, with the
following exceptions:

o        When Class A shares of any Oppenheimer fund (other than Rochester National Municipals and Rochester Fund
Municipals) acquired by exchange of Class A shares of any Oppenheimer fund purchased subject to a Class A
contingent deferred sales charge are redeemed within 18 months measured from the beginning of the calendar month
of the initial purchase of the exchanged Class A shares, the Class A contingent deferred sales charge is imposed
on the redeemed shares.

o        When Class A shares of Rochester National Municipals and Rochester Fund Municipals acquired by exchange
of Class A shares of any Oppenheimer fund purchased subject to a Class A contingent deferred sales charge are
redeemed within 24 months of the beginning of the calendar month of the initial purchase of the exchanged Class A
shares, the Class A contingent deferred sales charge is imposed on the redeemed shares.

o        If any Class A shares of another Oppenheimer fund that are exchanged for Class A shares of Oppenheimer
Senior Floating Rate Fund are subject to the Class A contingent deferred sales charge of the other Oppenheimer
fund at the time of exchange, the holding period for that Class A contingent deferred sales charge will carry
over to the Class A shares of Oppenheimer Senior Floating Rate Fund acquired in the exchange. The Class A shares
of Oppenheimer Senior Floating Rate Fund acquired in that exchange will be subject to the Class A Early
Withdrawal Charge of Oppenheimer Senior Floating Rate Fund if they are repurchased before the expiration of the
holding period.

o        When Class A shares of Oppenheimer Cash Reserves and Oppenheimer Money Market Fund, Inc. acquired by
exchange of Class A shares of any Oppenheimer fund purchased subject to a Class A contingent deferred sales
charge are redeemed within the Class A holding period of the fund from which the shares were exchanged, the Class
A contingent deferred sales charge of the fund from which the shares were exchanged is imposed on the redeemed
shares.


o        With respect to Class B shares (other than  Limited-Term Government Fund, Limited Term Municipal Fund,
Limited Term New York Municipal Fund, Oppenheimer Capital Preservation Fund and Oppenheimer Senior Floating Rate
Fund), the Class B contingent deferred sales charge is imposed on Class B shares acquired by exchange if they are
redeemed within six years of the initial purchase of the exchanged Class B shares.

o        With respect to Class B shares of Limited-Term Government Fund, Limited Term Municipal Fund, Limited
Term New York Municipal Fund, Oppenheimer Capital Preservation Fund and Oppenheimer Senior Floating Rate Fund,
the Class B contingent deferred sales charge is imposed on Class B shares acquired by exchange if they are
redeemed within 5 years of the initial purchase of the exchanged Class B shares.


o        With respect to Class C shares, the Class C contingent deferred sales charge is imposed on Class C
shares acquired by exchange if they are redeemed within 12 months of the initial purchase of the exchanged Class
C shares.

o        With respect to Class N shares, a 1% contingent deferred sales charge will be imposed if the retirement
plan (not including IRAs and 403(b) plans) 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 with respect to an individual retirement plan 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.

o        When Class B, Class C or Class N shares are redeemed to effect an exchange, the priorities described in
"How To Buy Shares" in the Prospectus for the imposition of the Class B, Class C or Class N contingent deferred
sales charge will be followed in determining the order in which the shares are exchanged. Before exchanging
shares, shareholders should take into account how the exchange may affect any contingent deferred sales charge
that might be imposed in the subsequent redemption of remaining shares.

         Shareholders owning shares of more than one class must specify which class of shares they wish to
exchange.

         |X|  Limits on Multiple Exchange Orders. The Fund reserves the right to reject telephone or written
exchange requests submitted in bulk by anyone on behalf of more than one account. The Fund may accept requests
for exchanges of up to 50 accounts per day from representatives of authorized dealers that qualify for this
privilege.

         |X|  Telephone Exchange Requests. When exchanging shares by telephone, a shareholder must have an
existing account in the fund to which the exchange is to be made. Otherwise, the investors must obtain a
prospectus of that fund before the exchange request may be submitted. If all telephone lines are busy (which
might occur, for example, during periods of substantial market fluctuations), shareholders might not be able to
request exchanges by telephone and would have to submit written exchange requests.

|X|      Processing Exchange Requests. Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the "Redemption Date"). Normally, shares of the fund
to be acquired are purchased on the Redemption Date, but such purchases may be delayed by either fund up to five
business days if it determines that it would be disadvantaged by an immediate transfer of the redemption
proceeds. The Fund reserves the right, in its discretion, to refuse any exchange request that may disadvantage
it. For example, if the receipt of multiple exchange requests from a dealer might require the disposition of
portfolio securities at a time or at a price that might be disadvantageous to the Fund, the Fund may refuse the
request.

         When you exchange some or all of your shares from one fund to another, any special account feature such
as an Asset Builder Plan or Automatic Withdrawal Plan, will be switched to the new fund account unless you tell
the Transfer Agent not to do so. However, special redemption and exchange features such as Automatic Exchange
Plans and Automatic Withdrawal Plans cannot be switched to an account in Oppenheimer Senior Floating Rate Fund.

         In connection with any exchange request, the number of shares exchanged may be less than the number
requested if the exchange or the number requested would include shares subject to a restriction cited in the
Prospectus or this Statement of Additional Information, or would include shares covered by a share certificate
that is not tendered with the request. In those cases, only the shares available for exchange without restriction
will be exchanged.

         The different Oppenheimer funds available for exchange have different investment objectives, policies
and risks. A shareholder should assure that the fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal income tax purposes, an exchange transaction is
treated as a redemption of shares of one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of redemption proceeds in such cases. The Fund, the
Distributor, and the Transfer Agent are unable to provide investment, tax or legal advice to a shareholder in
connection with an exchange request or any other investment transaction.

Dividends, Capital Gains and Taxes


Dividends and Distributions. The Fund has no fixed dividend rate and there can be no assurance as to the payment
of any dividends or the realization of any capital gains. The dividends and distributions paid by a class of
shares will vary from time to time depending on market conditions, the composition of the Fund's portfolio, and
expenses borne by the Fund or borne separately by a class. Dividends are calculated in the same manner, at the
same time, and on the same day for each class of shares. However, dividends on Class B, Class C and Class N
shares are expected to be lower than dividends on Class A and Class Y shares.  That is because of the effect of
the asset-based sales charge on Class B, Class C and Class N shares.  Those dividends will also differ in amount
as a consequence of any difference in the net asset values of the different classes of shares.


         Dividends, distributions and proceeds of the redemption of Fund shares represented by checks returned to
the Transfer Agent by the Postal Service as undeliverable will be invested in shares of Oppenheimer Money Market
Fund, Inc. Reinvestment will be made as promptly as possible after the return of such checks to the Transfer
Agent, to enable the investor to earn a return on otherwise idle funds. Unclaimed accounts may be subject to
state escheatment laws, and the Fund and the Transfer Agent will not be liable to shareholders or their
representatives for compliance with those laws in good faith.

Tax Status of the Fund's Dividends, Distributions and Redemptions of Shares. The federal tax treatment of the
Fund's dividends and capital gains distributions is briefly highlighted in the Prospectus. The following is only a
summary of certain additional tax considerations generally affecting the Fund and its shareholders.

         The tax discussion in the Prospectus and this Statement of Additional Information is based on tax law in
effect on the date of the Prospectus and this Statement of Additional Information. Those laws and regulations may
be changed by legislative, judicial, or administrative action, sometimes with retroactive effect. State and local
tax treatment of ordinary income dividends and capital gain dividends from regulated investment companies may
differ from the treatment under the Internal Revenue Code described below. Potential purchasers of shares of the
Fund are urged to consult their tax advisers with specific reference to their own tax circumstances as well as
the consequences of federal, state and local tax rules affecting an investment in the Fund.

         Qualification as a Regulated Investment Company. The Fund has elected to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. As a regulated investment
company, the Fund is not subject to federal income tax on the portion of its net investment income (that is,
taxable interest, dividends, and other taxable ordinary income, net of expenses) and capital gain net income
(that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to
shareholders. That qualification enables the Fund to "pass through" its income and realized capital gains to
shareholders without having to pay tax on them. This avoids a "double tax" on that income and capital gains,
since shareholders normally will be taxed on the dividends and capital gains they receive from the Fund (unless
their Fund shares are held in a retirement account or the shareholder is otherwise exempt from tax).

         The Internal Revenue Code contains a number of complex tests relating to qualification that the Fund
might not meet in a particular year. If it did not qualify as a regulated investment company, the Fund would be
treated for tax purposes as an ordinary corporation and would receive no tax deduction for payments made to
shareholders.

         To qualify as a regulated investment company, the Fund must distribute at least 90% of its investment
company taxable income (in brief, net investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Fund must also satisfy certain other requirements of the
Internal Revenue Code, some of which are described below. Distributions by the Fund made during the taxable year
or, under specified circumstances, within 12 months after the close of the taxable year, will be considered
distributions of income and gains for the taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

         To qualify as a regulated investment company, the Fund must derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition
of stock or securities or foreign currencies (to the extent such currency gains are directly related to the
regulated investment company's principal business of investing in stock or securities) and certain other income.

         In addition to satisfying the requirements described above, the Fund must satisfy an asset
diversification test in order to qualify as a regulated investment company. Under that test, at the close of each
quarter of the Fund's taxable year, at least 50% of the value of the Fund's assets must consist of cash and cash
items (including receivables), U.S. government securities, securities of other regulated investment companies,
and securities of other issuers. As to each of those issuers, the Fund must not have invested more than 5% of the
value of the Fund's total assets in securities of each such issuer and the Fund must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of the value of its total assets may be
invested in the securities of any one issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund controls and which are engaged in the
same or similar trades or businesses. For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S. government securities.

         Excise Tax on Regulated Investment Companies. Under the Internal Revenue Code, by December 31 each year,
the Fund must distribute 98% of its taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized in the period from November 1 of the prior year through October 31 of
the current year. If it does not, the Fund must pay an excise tax on the amounts not distributed. It is presently
anticipated that the Fund will meet those requirements. To meet this requirement, in certain circumstances the
Fund might be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax
liability. However, the Board of Trustees and the Manager might determine in a particular year that it would be
in the best interests of shareholders for the Fund not to make such distributions at the required levels and to
pay the excise tax on the undistributed amounts. That would reduce the amount of income or capital gains
available for distribution to shareholders.

         Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment
company taxable income for each taxable year. Those distributions will be taxable to shareholders as ordinary
income and treated as dividends for federal income tax purposes.


         Special provisions of the Internal Revenue Code govern the eligibility of the Fund's dividends for the
dividends-received deduction for corporate shareholders. Long-term capital gains distributions are not eligible
for the deduction. The amount of dividends paid by the Fund that may qualify for the deduction is limited to the
aggregate amount of qualifying dividends that the Fund derives from portfolio investments that the Fund has held
for a minimum period, usually 46 days. A corporate shareholder will not be eligible for the deduction on
dividends paid on Fund shares held for 45 days or less. To the extent the Fund's dividends are derived from gross
income from option premiums, interest income or short-term gains from the sale of securities or dividends from
foreign corporations, those dividends will not qualify for the deduction.

         The Fund may either retain or distribute to shareholders its net capital gain for each taxable year. The
Fund currently intends to distribute any such amounts. If net long term capital gains are distributed and
designated as a capital gain distribution, it will be taxable to shareholders as a long-term capital gain and
will be properly identified in reports sent to shareholders in January of each year. Such treatment will apply no
matter how long the shareholder has held his or her shares or whether that gain was recognized by the Fund before
the shareholder acquired his or her shares.

         If the Fund elects to retain its net capital gain, the Fund will be subject to tax on it at the 35%
corporate tax rate. If the Fund elects to retain its net capital gain, the Fund will provide to shareholders of
record on the last day of its taxable year information regarding their pro rata share of the gain and tax paid.
As a result, each shareholder will be required to report his or her pro rata share of such gain on their tax
return as long-term capital gain, will receive a refundable tax credit for his/her pro rata share of tax paid by
the Fund on the gain, and will increase the tax basis for his/her shares by an amount equal to the deemed
distribution less the tax credit.

         Investment income that may be received by the Fund from sources within foreign countries may be subject
to foreign taxes withheld at the source. The United States has entered into tax treaties with many foreign
countries which entitle the Fund to a reduced rate of, or exemption from, taxes on such income.

         Distributions by the Fund that do not constitute ordinary income dividends or capital gain distributions
will be treated as a return of capital to the extent of the shareholder's tax basis in their shares. Any excess
will be treated as gain from the sale of those shares, as discussed below. Shareholders will be advised annually
as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year. If prior
distributions made by the Fund must be re-characterized as a non-taxable return of capital at the end of the
fiscal year as a result of the effect of the Fund's investment policies, they will be identified as such in
notices sent to shareholders.

         Distributions by the Fund will be treated in the manner described above regardless of whether the
distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund). Shareholders
receiving a distribution in the form of additional shares will be treated as receiving a distribution in an
amount equal to the fair market value of the shares received, determined as of the reinvestment date.


         The Fund will be required in certain cases to withhold 28% of ordinary income dividends, capital gains
distributions and the proceeds of the redemption of shares, paid to any shareholder (1) who has failed to provide
a correct taxpayer identification number or to properly certify that number when required, (2) who is subject to
backup withholding for failure to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to the Fund that the shareholder is not subject to backup withholding or is an "exempt
recipient" (such as a corporation). Any tax withheld by the Fund is remitted by the Fund to the U.S. Treasury and
all income and any tax withheld is identified in reports mailed to shareholders in January of each year.


         Tax Effects of Redemptions of Shares. If a shareholder redeems all or a portion of his/her shares, the
shareholder will recognize a gain or loss on the redeemed shares in an amount equal to the difference between the
proceeds of the redeemed shares and the shareholder's adjusted tax basis in the shares. All or a portion of any
loss recognized in that manner may be disallowed if the shareholder purchases other shares of the Fund within 30
days before or after the redemption.

         In general, any gain or loss arising from the redemption of shares of the Fund will be considered
capital gain or loss, if the shares were held as a capital asset. It will be long-term capital gain or loss if
the shares were held for more than one year. However, any capital loss arising from the redemption of shares held
for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain
dividends received on those shares. Special holding period rules under the Internal Revenue Code apply in this
case to determine the holding period of shares and there are limits on the deductibility of capital losses in any
year.

         Foreign Shareholders. Under U.S. tax law, taxation of a shareholder who is a foreign person (to include,
but not limited to, a nonresident alien individual, a foreign trust, a foreign estate, a foreign corporation, or
a foreign partnership) primarily depends on whether the foreign person's income from the Fund is effectively
connected with the conduct of a U.S. trade or business. Typically, ordinary income dividends paid from a mutual
fund are not considered "effectively connected" income.


         Ordinary income dividends that are paid by the Fund (and are deemed not "effectively connected income")
to foreign persons will be subject to a U.S. tax withheld by the Fund at a rate of 30%, provided the Fund obtains
a properly completed and signed Certificate of Foreign Status. The tax rate may be reduced if the foreign
person's country of residence has a tax treaty with the U.S. allowing for a reduced tax rate on ordinary income
dividends paid by the Fund. Any tax withheld by the Fund is remitted by the Fund to the U.S. Treasury and all
income and any tax withheld is identified in reports mailed to shareholders in March of each year.


         If the ordinary income dividends from the Fund are effectively connected with the conduct of a U.S.
trade or business, then the foreign person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status. If the foreign person fails to
provide a certification of his/her foreign status, the Fund will be required to withhold U.S. tax at a rate of
28% on ordinary income dividends, capital gains distributions and the proceeds of the redemption of shares, paid
to any foreign person. All income and any tax withheld (in this situation) by the Fund is remitted by the Fund to
the U.S. Treasury and is identified in reports mailed to shareholders in January of each year.

         The tax consequences to foreign persons entitled to claim the benefits of an applicable tax treaty may
be different from those described herein. Foreign shareholders are urged to consult their own tax advisors or the
U.S. Internal Revenue Service with respect to the particular tax consequences to them of an investment in the
Fund, including the applicability of the U.S. withholding taxes described above.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to reinvest all dividends and/or
capital gains distributions in shares of the same class of any of the other Oppenheimer funds listed above.
Reinvestment will be made without sales charge at the net asset value per share in effect at the close of
business on the payable date of the dividend or distribution. To elect this option, the shareholder must notify
the Transfer Agent in writing and must have an existing account in the fund selected for reinvestment. Otherwise
the shareholder first must obtain a prospectus for that fund and an application from the Distributor to establish
an account. Dividends and/or distributions from shares of certain other Oppenheimer funds (other than Oppenheimer
Cash Reserves) may be invested in shares of this Fund on the same basis.

Additional Information About the Fund

The Distributor. The Fund's shares are sold through dealers, brokers and other financial institutions that have a
sales agreement with OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as the Fund's
Distributor. The Distributor also distributes shares of the other Oppenheimer funds and is sub-distributor for
funds managed by a subsidiary of the Manager.

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is a division of the Manager. It is
responsible for maintaining the Fund's shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders. It also handles shareholder servicing and administrative functions.
It serves as the Transfer Agent for an annual per account fee. It also acts as shareholder servicing agent for
the other Oppenheimer funds. Shareholders should direct inquiries about their accounts to the Transfer Agent at
the address and toll-free numbers shown on the back cover.

The Custodian.  J.P. Morgan Chase Bank is the custodian of the Fund's assets. The custodian's responsibilities
include safeguarding and controlling the Fund's portfolio securities and handling the delivery of such securities
to and from the Fund. It is the practice of the Fund to deal with the custodian in a manner uninfluenced by any
banking relationship the custodian may have with the Manager and its affiliates. The Fund's cash balances with
the custodian in excess of $100,000 are not protected by federal deposit insurance. Those uninsured balances at
times may be substantial.


Independent Registered Public Accounting Firm. KPMG llp served as the Independent Registered Public Accounting
Firm for the Fund.  KPMG LLP audits the Fund's financial statements and performs other related audit services.
KPMG LLP also acts as the independent registered public accounting firm for the Manager and certain other funds
advised by the Manager and its affiliates.  Audit and non-audit services provided by KPMG LLP to the Fund must be
pre-approved by the Audit Committee.




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

- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER CAPITAL APPRECIATION FUND:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Capital Appreciation Fund, including the statement of investments,
as of August 31, 2004, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of August 31, 2004, by correspondence with
the custodian and brokers or by other appropriate auditing procedures where
replies from brokers were not received. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Capital Appreciation Fund as of August 31, 2004, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with U.S. generally
accepted accounting principles.


KPMG LLP

Denver, Colorado
September 22, 2004


STATEMENT OF INVESTMENTS  August 31, 2004
- --------------------------------------------------------------------------------



                                                                           VALUE
                                                       SHARES         SEE NOTE 1
- ---------------------------------------------------------------------------------

COMMON STOCKS--96.1%
- ---------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--15.6%
- ---------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--1.8%
Carnival Corp.                                      1,680,700    $    76,959,253
- ---------------------------------------------------------------------------------
Royal Caribbean
Cruises Ltd.                                        1,843,200         76,124,160
                                                                 ----------------
                                                                     153,083,413

- ---------------------------------------------------------------------------------
MEDIA--10.3%
Clear Channel
Communications,
Inc.                                                2,366,930         79,315,824
- ---------------------------------------------------------------------------------
Comcast Corp.,
Cl. A Special,
Non-Vtg. 1                                          8,125,825        225,491,644
- ---------------------------------------------------------------------------------
Cox
Communications,
Inc., Cl. A 1                                         685,300         22,518,958
- ---------------------------------------------------------------------------------
News Corp. Ltd.
(The), Sponsored
ADR                                                 3,044,900         95,153,125
- ---------------------------------------------------------------------------------
Omnicom Group,
Inc.                                                  469,500         32,306,295
- ---------------------------------------------------------------------------------
Time Warner, Inc. 1                                10,586,200        173,084,370
- ---------------------------------------------------------------------------------
Univision
Communications,
Inc., Cl. A 1                                       2,048,896         67,613,568
- ---------------------------------------------------------------------------------
Viacom, Inc., Cl. B                                 5,570,000        185,536,700
                                                                 ----------------
                                                                     881,020,484

- ---------------------------------------------------------------------------------
MULTILINE RETAIL--2.0%
Federated
Department
Stores, Inc.                                          983,000         42,662,200
- ---------------------------------------------------------------------------------
J.C. Penney Co., Inc.
(Holding Co.)                                         632,900         24,252,728
- ---------------------------------------------------------------------------------
Target Corp.                                        2,350,780        104,797,772
                                                                 ----------------
                                                                     171,712,700

- ---------------------------------------------------------------------------------
SPECIALTY RETAIL--1.5%
Gap, Inc. (The)                                     3,842,200         72,002,828
- ---------------------------------------------------------------------------------
Home Depot, Inc.                                    1,173,500         42,903,160
- ---------------------------------------------------------------------------------
PetsMart, Inc.                                        308,230          8,648,934
                                                                 ----------------
                                                                     123,554,922

- ---------------------------------------------------------------------------------
CONSUMER STAPLES--9.0%
- ---------------------------------------------------------------------------------
BEVERAGES--3.9%
Anheuser-Busch
Cos., Inc.                                          2,725,700    $   143,916,960
- ---------------------------------------------------------------------------------
Coca-Cola Co.
(The)                                                 872,400         39,005,004
- ---------------------------------------------------------------------------------
PepsiCo, Inc.                                       2,920,410        146,020,500
                                                                 ----------------
                                                                     328,942,464

- ---------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--2.3%
Costco Wholesale
Corp.                                               1,377,388         56,707,064
- ---------------------------------------------------------------------------------
Wal-Mart Stores,
Inc.                                                1,760,600         92,730,802
- ---------------------------------------------------------------------------------
Walgreen Co.                                        1,297,400         47,290,230
                                                                 ----------------
                                                                     196,728,096

- ---------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--2.2%
Clorox Co. (The)                                      887,900         46,916,636
- ---------------------------------------------------------------------------------
Kimberly-Clark
Corp.                                                 325,600         21,717,520
- ---------------------------------------------------------------------------------
Procter & Gamble
Co. (The)                                           2,147,000        120,167,590
                                                                 ----------------
                                                                     188,801,746

- ---------------------------------------------------------------------------------
PERSONAL PRODUCTS--0.6%
Estee Lauder Cos.,
Inc. (The), Cl. A                                   1,193,760         52,465,752
- ---------------------------------------------------------------------------------
ENERGY--6.8%
- ---------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--1.7%
BJ Services Co. 1                                   1,026,000         49,299,300
- ---------------------------------------------------------------------------------
Halliburton Co.                                     1,022,500         29,826,325
- ---------------------------------------------------------------------------------
Schlumberger Ltd.                                   1,035,200         63,975,360
                                                                 ----------------
                                                                     143,100,985

- ---------------------------------------------------------------------------------
OIL & GAS--5.1%
Amerada Hess Corp.                                    380,300         30,614,150
- ---------------------------------------------------------------------------------
Apache Corp.                                          282,800         12,638,332
- ---------------------------------------------------------------------------------
Burlington
Resources, Inc.                                     1,145,100         41,486,973
- ---------------------------------------------------------------------------------
Encana Corp.                                        1,085,480         44,368,416
- ---------------------------------------------------------------------------------
Exxon Mobil Corp.                                   3,779,200        174,221,120



                   19 | OPPENHEIMER CAPITAL APPRECIATION FUND


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



                                                                           VALUE
                                                       SHARES         SEE NOTE 1
- ---------------------------------------------------------------------------------

OIL & GAS Continued
Kinder Morgan
Management LLC                                      1,318,375    $    51,245,236
- ---------------------------------------------------------------------------------
Murphy Oil Corp.                                      324,900         24,533,199
- ---------------------------------------------------------------------------------
TotalFinaElf SA,
Sponsored ADR                                         597,000         58,500,030
                                                                 ----------------
                                                                     437,607,456

- ---------------------------------------------------------------------------------
FINANCIALS--10.6%
- ---------------------------------------------------------------------------------
COMMERCIAL BANKS--0.6%
Bank of America
Corp.                                               1,003,400         45,132,932
- ---------------------------------------------------------------------------------
Commerce
Bancorp, Inc.                                         166,000          8,710,020
                                                                 ----------------
                                                                      53,842,952

- ---------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--7.5%
American
Express Co.                                         2,194,640        109,775,893
- ---------------------------------------------------------------------------------
Bear Stearns Cos.,
Inc. (The)                                            519,600         45,683,232
- ---------------------------------------------------------------------------------
Citigroup, Inc.                                     4,424,300        206,083,894
- ---------------------------------------------------------------------------------
JPMorgan Chase
& Co.                                               3,612,020        142,963,752
- ---------------------------------------------------------------------------------
Morgan Stanley                                      2,661,100        134,997,603
- ---------------------------------------------------------------------------------
Providian Financial
Corp. 1                                               286,700          4,139,948
                                                                 ----------------
                                                                     643,644,322

- ---------------------------------------------------------------------------------
INSURANCE--2.5%
American
International
Group, Inc.                                         1,697,900        120,958,396
- ---------------------------------------------------------------------------------
Prudential
Financial, Inc.                                     1,495,000         69,039,100
- ---------------------------------------------------------------------------------
XL Capital Ltd., Cl. A                                305,200         21,425,040
                                                                 ----------------
                                                                     211,422,536

- ---------------------------------------------------------------------------------
HEALTH CARE--17.4%
- --------------------------------------------------------------------------------
BIOTECHNOLOGY--3.7%
Amgen, Inc. 1                                       1,931,900        114,542,351
- ---------------------------------------------------------------------------------
Applera Corp./
Applied Biosystems
Group                                               1,177,080         22,411,603
- ---------------------------------------------------------------------------------
Biogen Idec, Inc. 1                                 1,117,000         66,271,610
- ---------------------------------------------------------------------------------
Digene Corp. 1                                        880,871         22,065,819
- ---------------------------------------------------------------------------------
Gilead Sciences, Inc. 1                             1,077,500         74,487,575
- ---------------------------------------------------------------------------------
Martek Biosciences
Corp. 1                                                81,900          4,373,460
- ---------------------------------------------------------------------------------
MedImmune, Inc. 1                                     569,000         13,582,030
                                                                 ----------------
                                                                     317,734,448

- ---------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--4.3%
Medtronic, Inc.                                     3,740,095        186,069,726
- ---------------------------------------------------------------------------------
Millipore Corp. 1                                   1,685,700         84,790,710
- ---------------------------------------------------------------------------------
PerkinElmer, Inc.                                   1,763,100         30,818,988
- ---------------------------------------------------------------------------------
Stryker Corp.                                       1,124,100         50,921,730
- ---------------------------------------------------------------------------------
Waters Corp. 1                                        387,600         16,786,956
                                                                 ----------------
                                                                     369,388,110

- ---------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--0.3%
Pharmaceutical
Product
Development, Inc. 1                                   691,100         23,462,845
- ---------------------------------------------------------------------------------
PHARMACEUTICALS--9.1%
Eli Lilly & Co.                                     1,585,100        100,574,595
- ---------------------------------------------------------------------------------
Johnson & Johnson                                   2,777,200        161,355,320
- ---------------------------------------------------------------------------------
Merck & Co., Inc.                                   1,873,421         84,247,742
- ---------------------------------------------------------------------------------
Novartis AG                                         2,340,028        108,153,331
- ---------------------------------------------------------------------------------
Pfizer, Inc.                                        7,016,689        229,235,230
- ---------------------------------------------------------------------------------
Roche Holdings AG                                     350,247         33,938,127
- ---------------------------------------------------------------------------------
Teva Pharmaceutical
Industries Ltd.,
Sponsored ADR                                       2,236,250         60,937,813
                                                                 ----------------
                                                                     778,442,158

- ---------------------------------------------------------------------------------
INDUSTRIALS--13.1%
- ---------------------------------------------------------------------------------
AEROSPACE & DEFENSE--3.7%
Boeing Co.                                            600,500         31,358,110
- ---------------------------------------------------------------------------------
Honeywell
International, Inc.                                 1,625,000         58,467,500
- ---------------------------------------------------------------------------------
L-3 Communications
Holdings, Inc.                                        641,100         40,158,504
- ---------------------------------------------------------------------------------
Lockheed Martin
Corp.                                               1,297,500         69,779,550



                   20 | OPPENHEIMER CAPITAL APPRECIATION FUND




                                                                           VALUE
                                                       SHARES         SEE NOTE 1
- ---------------------------------------------------------------------------------

AEROSPACE & DEFENSE Continued
Northrop Grumman
Corp.                                                 664,000    $    34,295,600
- ---------------------------------------------------------------------------------
Rockwell Collins,
Inc.                                                  175,700          6,042,323
- ---------------------------------------------------------------------------------
United Technologies
Corp.                                                 796,700         74,818,097
                                                                 ----------------
                                                                     314,919,684

- ---------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--1.9%
Expeditors
International of
Washington, Inc.                                      824,306         40,209,647
- ---------------------------------------------------------------------------------
FedEx Corp.                                           571,800         46,881,882
- ---------------------------------------------------------------------------------
United Parcel
Service, Inc., Cl. B                                  998,400         72,933,120
                                                                 ----------------
                                                                     160,024,649

- ---------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--1.0%
Manpower, Inc.                                        443,400         18,724,782
- ---------------------------------------------------------------------------------
Waste
Management, Inc.                                    2,528,100         70,255,899
                                                                 ----------------
                                                                      88,980,681

- ---------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--0.1%
Rockwell
Automation, Inc.                                      221,100          8,622,900
- ---------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--5.7%
General Electric Co.                               12,884,900        422,495,871
- ---------------------------------------------------------------------------------
Tyco International
Ltd.                                                2,190,700         68,612,724
                                                                 ----------------
                                                                     491,108,595

- ---------------------------------------------------------------------------------
MACHINERY--0.7%
Ingersoll-Rand
Co., Cl. A                                            864,500         56,201,145
- ---------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--20.7%
- ---------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--4.2%
Cisco Systems, Inc. 1                               9,315,140        174,752,026
- ---------------------------------------------------------------------------------
Lucent
Technologies, Inc. 1                                6,212,600         19,445,438
- ---------------------------------------------------------------------------------
Motorola, Inc.                                      2,873,000         46,398,950
- ---------------------------------------------------------------------------------
Nokia Corp.,
Sponsored ADR                                       4,494,200         53,391,096
- ---------------------------------------------------------------------------------
QUALCOMM, Inc.                                        491,800         18,712,990
- ---------------------------------------------------------------------------------
Telefonaktiebolaget
LM Ericsson,
Sponsored ADR 1                                     1,598,700         43,228,848
                                                                 ----------------
                                                                     355,929,348

- ---------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--3.3%
Dell, Inc. 1                                        2,421,400         84,361,576
- ---------------------------------------------------------------------------------
EMC Corp. 1                                         1,164,800         12,544,896
- ---------------------------------------------------------------------------------
International
Business
Machines Corp.                                      2,171,500        183,904,335
                                                                 ----------------
                                                                     280,810,807

- ---------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--1.4%
Agilent
Technologies, Inc. 1                                2,321,100         47,582,550
- ---------------------------------------------------------------------------------
Tektronix, Inc.                                     1,647,000         47,054,790
- ---------------------------------------------------------------------------------
Vishay
Intertechnology,
Inc. 1                                              1,942,000         24,760,500
                                                                 ----------------
                                                                     119,397,840

- ---------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--1.5%
Yahoo!, Inc. 1                                      4,505,200        128,443,252
- ---------------------------------------------------------------------------------
IT SERVICES--0.4%
Accenture Ltd.,
Cl. A 1                                             1,522,600         39,739,860
- ---------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--3.0%
Analog Devices, Inc.                                  987,540         34,287,389
- ---------------------------------------------------------------------------------
Cypress
Semiconductor
Corp. 1                                             1,518,200         14,817,632
- ---------------------------------------------------------------------------------
Intel Corp.                                         7,386,140        157,250,921
- ---------------------------------------------------------------------------------
Texas
Instruments, Inc.                                   2,804,600         54,801,884
                                                                 ----------------
                                                                     261,157,826

- ---------------------------------------------------------------------------------
SOFTWARE--6.9%
Adobe Systems, Inc.                                 2,374,134        108,901,527
- ---------------------------------------------------------------------------------
Cadence Design
Systems, Inc. 1                                     2,378,700         29,567,241
- ---------------------------------------------------------------------------------
Citrix Systems, Inc. 1                              2,110,680         33,580,919



                   21 | OPPENHEIMER CAPITAL APPRECIATION FUND


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



                                                                           VALUE
                                                       SHARES         SEE NOTE 1
- ---------------------------------------------------------------------------------

SOFTWARE Continued
Microsoft Corp.                                    11,336,111    $   309,475,830
- ---------------------------------------------------------------------------------
Novell, Inc. 1                                      1,283,800          7,574,420
- ---------------------------------------------------------------------------------
SAP AG,
Sponsored ADR                                       2,326,300         84,816,898
- ---------------------------------------------------------------------------------
Symantec Corp. 1                                      278,300         13,347,268
                                                                 ----------------
                                                                     587,264,103

- ---------------------------------------------------------------------------------
MATERIALS--2.4%
- ---------------------------------------------------------------------------------
CHEMICALS--2.4%
Air Products &
Chemicals, Inc.                                       952,600         49,897,188
- ---------------------------------------------------------------------------------
Dow Chemical Co.                                      629,400         26,944,614
- ---------------------------------------------------------------------------------
E.I. DuPont de
Nemours & Co.                                         700,700         29,611,582
- ---------------------------------------------------------------------------------
Monsanto Co.                                          238,800          8,740,080
- ---------------------------------------------------------------------------------
Praxair, Inc.                                       2,111,800         85,696,844
                                                                 ----------------
                                                                     200,890,308

- ---------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--0.5%
- ---------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--0.5%
Telefonos de Mexico
SA de CV,
Sponsored ADR                                       1,360,900         44,079,548
                                                                 ----------------
Total Common Stocks
(Cost $7,979,201,836)                                              8,212,525,935



                                                    PRINCIPAL
                                                       AMOUNT
- ---------------------------------------------------------------------------------

SHORT-TERM NOTES--2.8%
- ---------------------------------------------------------------------------------
Barton Capital Corp.,
1.58%, 10/7/04 2                               $   38,945,000         38,883,467
- ---------------------------------------------------------------------------------
Old Line Funding
Corp.:
1.58%, 10/4/04 2                                   18,186,000         18,159,661
1.62%, 10/12/04 2                                  24,997,000         24,950,881
- ---------------------------------------------------------------------------------
Sheffield
Receivables Corp.:
1.50%, 9/7/04 2                                    30,000,000         29,992,500
1.60%, 9/28/04 2                                   45,000,000         44,946,000
- ---------------------------------------------------------------------------------
Windmill Funding
Corp.:
1.42%, 9/2/04 2                                    25,000,000         24,999,014
1.49%, 9/7/04 2                                    33,000,000         32,991,805
1.60%, 10/8/04 2                                   20,000,000         19,967,111
                                                                 ----------------
Total Short-Term Notes
(Cost $234,890,439)                                                  234,890,439

- ---------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--2.0%
- ---------------------------------------------------------------------------------
Undivided interest of 42.24% in joint
repurchase agreement (Principal Amount/
Value $400,335,000, with a maturity value
of $400,352,125) with Cantor Fitzgerald
& Co./Cantor Fitzgerald Securities, 1.54%,
dated 8/31/04, to be repurchased at
$169,121,234 on 9/1/04,  collateralized
by U.S. Treasury Bonds, 1.625%--11.25%,
1/31/05--2/15/15, with a value
of $408,806,656 (Cost
$169,114,000)                                     169,114,000        169,114,000

- ---------------------------------------------------------------------------------
TOTAL INVESTMENTS,
AT VALUE
(COST $8,383,206,275)                                   100.9%     8,616,530,374
- ---------------------------------------------------------------------------------
LIABILITIES
IN EXCESS OF
OTHER ASSETS                                             (0.9)       (72,782,919)
                                               ----------------------------------
NET ASSETS                                              100.0%   $ 8,543,747,455
                                               ==================================


FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

2. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $234,890,439, or 2.75% of the
Fund's net assets, and have been determined to be liquid pursuant to guidelines
adopted by the Board of Trustees.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   22 | OPPENHEIMER CAPITAL APPRECIATION FUND


STATEMENT OF ASSETS AND LIABILITIES  August 31, 2004
- --------------------------------------------------------------------------------



- ---------------------------------------------------------------------------------------------------------
ASSETS
- ---------------------------------------------------------------------------------------------------------
Investments, at value (cost $8,383,206,275)--see accompanying statement of investments   $ 8,616,530,374
- ---------------------------------------------------------------------------------------------------------
Cash                                                                                           1,146,172
- ---------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest and dividends                                                                        10,336,976
Investments sold                                                                               8,711,332
Shares of beneficial interest sold                                                             2,643,646
Other                                                                                            131,932
                                                                                         ----------------
Total assets                                                                               8,639,500,432

- ---------------------------------------------------------------------------------------------------------
LIABILITIES
- ---------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased                                                                         78,270,623
Shares of beneficial interest redeemed                                                        10,341,842
Distribution and service plan fees                                                             2,971,213
Transfer and shareholder servicing agent fees                                                  1,801,184
Trustees' compensation                                                                         1,180,215
Shareholder communications                                                                       840,462
Other                                                                                            347,438
                                                                                         ----------------
Total liabilities                                                                             95,752,977

- ---------------------------------------------------------------------------------------------------------
NET ASSETS                                                                               $ 8,543,747,455
                                                                                         ================

- ---------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- ---------------------------------------------------------------------------------------------------------
Par value of shares of beneficial interest                                               $       230,510
- ---------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                 9,084,470,773
- ---------------------------------------------------------------------------------------------------------
Accumulated net investment loss                                                               (1,140,376)
- ---------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions              (773,140,623)
- ---------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities
denominated in foreign currencies                                                            233,327,171
                                                                                         ----------------
NET ASSETS                                                                               $ 8,543,747,455
                                                                                         ================



                   23 | OPPENHEIMER CAPITAL APPRECIATION FUND


STATEMENT OF ASSETS AND LIABILITIES  Continued
- --------------------------------------------------------------------------------



- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- ---------------------------------------------------------------------------------------------------------

Class A Shares:
Net asset value and redemption price per share (based on net assets of $5,218,309,811 and
138,895,139 shares of beneficial interest outstanding)                                            $ 37.57
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)   $ 39.86
- ---------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $1,104,347,802 and 31,717,717 shares
of beneficial interest outstanding)                                                               $ 34.82
- ---------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $638,675,932 and 18,530,610 shares
of beneficial interest outstanding)                                                               $ 34.47
- ---------------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $190,696,095 and 5,124,686 shares
of beneficial interest outstanding)                                                               $ 37.21
- ---------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of
$1,391,717,815 and 36,241,580 shares of beneficial interest outstanding)                          $ 38.40


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   24 | OPPENHEIMER CAPITAL APPRECIATION FUND


STATEMENT OF OPERATIONS  For the Year Ended August 31, 2004
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
INVESTMENT INCOME
- --------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $1,051,101)        $  92,209,476
- --------------------------------------------------------------------------------
Interest                                                              4,328,054
                                                                  --------------
Total investment income                                              96,537,530

- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
Management fees                                                      46,800,100
- --------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                              12,071,622
Class B                                                              11,697,728
Class C                                                               6,231,668
Class N                                                                 772,104
- --------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                              12,824,955
Class B                                                               4,257,798
Class C                                                               1,660,764
Class N                                                                 581,681
Class Y                                                               1,761,300
- --------------------------------------------------------------------------------
Shareholder communications:
Class A                                                                 256,263
Class B                                                                 555,377
Class C                                                                 132,075
Class N                                                                   2,358
- --------------------------------------------------------------------------------
Trustees' compensation                                                  379,427
- --------------------------------------------------------------------------------
Custodian fees and expenses                                             224,677
- --------------------------------------------------------------------------------
Other                                                                   288,516
                                                                  --------------
Total expenses                                                      100,498,413
Less reduction to custodian expenses                                    (16,398)
Less payments and waivers of expenses                                  (338,516)
                                                                  --------------
Net expenses                                                        100,143,499

- --------------------------------------------------------------------------------
NET INVESTMENT LOSS                                                  (3,605,969)


                   25 | OPPENHEIMER CAPITAL APPRECIATION FUND


STATEMENT OF OPERATIONS  Continued
- --------------------------------------------------------------------------------



- ---------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
- ---------------------------------------------------------------------------------------

Net realized gain on:
Investments                                                               $ 302,169,142
Foreign currency transactions                                                 1,813,922
Net increase from payment by affiliate                                          550,217
                                                                          -------------
Net realized gain                                                           304,533,281
- ---------------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments                                                                 113,687,536
Translation of assets and liabilities denominated in foreign currencies       2,329,522
                                                                          -------------
Net change in unrealized appreciation                                       116,017,058

- ---------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                      $ 416,944,370
                                                                          =============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   26 | OPPENHEIMER CAPITAL APPRECIATION FUND


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



YEAR ENDED AUGUST 31,                                                    2004              2003
- ------------------------------------------------------------------------------------------------

OPERATIONS
- ------------------------------------------------------------------------------------------------
Net investment loss                                           $    (3,605,969)  $   (14,584,020)
- ------------------------------------------------------------------------------------------------
Net realized gain (loss)                                          304,533,281      (737,292,237)
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)              116,017,058     1,676,110,664
                                                              ----------------------------------
Net increase in net assets resulting from operations              416,944,370       924,234,407

- ------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- ------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting
from beneficial interest transactions:
Class A                                                           678,678,523       504,686,099
Class B                                                           (70,119,032)      (50,319,183)
Class C                                                            71,136,610        24,021,003
Class N                                                            74,734,764        25,028,168
Class Y                                                           166,178,783       142,226,078

- ------------------------------------------------------------------------------------------------
NET ASSETS
- ------------------------------------------------------------------------------------------------
Total increase                                                  1,337,554,018     1,569,876,572
- ------------------------------------------------------------------------------------------------
Beginning of period                                             7,206,193,437     5,636,316,865
                                                              ----------------------------------
End of period (including accumulated net investment loss of
$1,140,376 and $948,533, respectively)                        $ 8,543,747,455   $ 7,206,193,437
                                                              ==================================


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   27 | OPPENHEIMER CAPITAL APPRECIATION FUND


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



CLASS A    YEAR ENDED AUGUST 31,                   2004               2003            2002              2001            2000
- -------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period        $     35.39        $     30.72     $     41.11       $     62.12     $     44.73
- -------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                        .01               (.05)           (.09)              .10            (.02)
Net realized and unrealized gain (loss)            2.17               4.72           (9.31)           (15.86)          20.63
                                            -----------------------------------------------------------------------------------
Total from investment operations                   2.18               4.67           (9.40)           (15.76)          20.61
- -------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Distributions from net realized gain                 --                 --            (.99)            (5.25)          (3.22)
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period              $     37.57        $     35.39     $     30.72       $     41.11     $     62.12
                                            ===================================================================================

- -------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 1                 6.16%             15.20%         (23.48)%          (26.38)%         48.01%
- -------------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)    $ 5,218,310        $ 4,288,332     $ 3,219,391       $ 3,055,197     $ 3,648,961
- -------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)           $ 4,971,315        $ 3,655,594     $ 3,204,793       $ 3,255,995     $ 2,898,088
- -------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment income (loss)                       0.09%             (0.11)%         (0.15)%            0.28%           0.00%
Total expenses                                     1.09% 3,4          1.17% 3         1.22% 3,4         1.03% 3         1.06% 3
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              45%                42%             28%               46%             44%


1. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

3. Reduction to custodian expenses less than 0.01%.

4. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   28 | OPPENHEIMER CAPITAL APPRECIATION FUND




CLASS B    YEAR ENDED AUGUST 31,                         2004           2003           2002             2001           2000
- -----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $     33.09    $     28.95    $     39.09      $     59.80    $     43.48
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                      (.36)          (.31)          (.26)            (.07)          (.20)
Net realized and unrealized gain (loss)                  2.09           4.45          (8.89)          (15.39)         19.74
                                                  ---------------------------------------------------------------------------
Total from investment operations                         1.73           4.14          (9.15)          (15.46)         19.54
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                       --             --           (.99)           (5.25)         (3.22)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $     34.82    $     33.09    $     28.95      $     39.09    $     59.80
                                                  ===========================================================================

- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 1                       5.23%         14.30%        (24.07)%         (26.95)%        46.88%
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)          $ 1,104,348    $ 1,114,052    $ 1,029,322      $ 1,242,098    $ 1,333,387
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $ 1,169,402    $ 1,001,311    $ 1,221,005      $ 1,265,753    $   922,480
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment loss                                     (0.81)%        (0.89)%        (0.92)%          (0.48)%        (0.76)%
Total expenses                                           1.99%          2.10%          1.99%            1.80%          1.83%
Expenses after payments and waivers
and reduction to custodian expenses                      1.97%          1.96%           N/A 3,4          N/A 3          N/A 3
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    45%            42%            28%              46%            44%


1. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

3. Reduction to custodian expenses less than 0.01%.

4. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   29 | OPPENHEIMER CAPITAL APPRECIATION FUND


FINANCIAL HIGHLIGHTS  Continued
- --------------------------------------------------------------------------------



CLASS C    YEAR ENDED AUGUST 31,                       2004            2003          2002            2001          2000
- --------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $   32.72       $   28.63     $   38.64       $   59.19     $   43.06
- --------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                    (.16)           (.23)         (.11)           (.01)         (.18)
Net realized and unrealized gain (loss)                1.91            4.32         (8.91)         (15.29)        19.53
                                                  ------------------------------------------------------------------------
Total from investment operations                       1.75            4.09         (9.02)         (15.30)        19.35
- --------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                     --              --          (.99)          (5.25)        (3.22)
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $   34.47       $   32.72     $   28.63       $   38.64     $   59.19
                                                  ========================================================================

- --------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 1                     5.35%          14.28%       (24.01)%        (26.95)%       46.89%
- --------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)          $ 638,676       $ 540,118     $ 450,989       $ 426,476     $ 402,442
- --------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $ 623,172       $ 463,768     $ 477,369       $ 400,009     $ 278,800
- --------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 2
Net investment loss                                   (0.69)%         (0.89)%       (0.87)%         (0.48)%       (0.76)%
Total expenses                                         1.87% 3,4       1.96% 3       1.94% 3,4       1.80% 3       1.83% 3
- --------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                  45%             42%           28%             46%           44%


1. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

3. Reduction to custodian expenses less than 0.01%.

4. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   30 | OPPENHEIMER CAPITAL APPRECIATION FUND




CLASS N    YEAR ENDED AUGUST 31,                         2004         2003        2002       2001 1
- -----------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------
Net asset value, beginning of period                $   35.17    $   30.60    $  41.05      $ 45.58
- -----------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                      (.08)        (.10)       (.07) 2      (.01)
Net realized and unrealized gain (loss)                  2.12         4.67       (9.39) 2     (4.52)
                                                    -------------------------------------------------
Total from investment operations                         2.04         4.57       (9.46)       (4.53)
- -----------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                       --           --        (.99)          --
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period                      $   37.21    $   35.17    $  30.60      $ 41.05
                                                    =================================================

- -----------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3                       5.80%       14.94%     (23.67)%      (9.94)%
- -----------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)            $ 190,696    $ 111,374    $ 72,178      $ 6,791
- -----------------------------------------------------------------------------------------------------
Average net assets (in thousands)                   $ 154,605    $  86,761    $ 38,232      $ 3,173
- -----------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss                                     (0.25)%      (0.35)%     (0.37)%      (0.11)%
Total expenses                                           1.46%        1.46%       1.46%        1.36%
Expenses after payments and waivers and reduction
to custodian expenses                                    1.44%        1.42%        N/A 5,6      N/A 5
- -----------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    45%          42%         28%          46%


1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.

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

3. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

5. Reduction to custodian expenses less than 0.01%.

6. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   31 | OPPENHEIMER CAPITAL APPRECIATION FUND


FINANCIAL HIGHLIGHTS  Continued
- --------------------------------------------------------------------------------



CLASS Y    YEAR ENDED AUGUST 31,                         2004            2003            2002            2001            2000
- --------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $     36.04     $     31.16       $   41.55     $     62.51     $     44.81
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                     .09             .01             .02 1           .27             .13
Net realized and unrealized gain (loss)                  2.27            4.87           (9.42) 1       (15.98)          20.79
                                                  ------------------------------------------------------------------------------
Total from investment operations                         2.36            4.88           (9.40)         (15.71)          20.92
- --------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                       --              --            (.99)          (5.25)          (3.22)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $     38.40     $     36.04       $   31.16     $     41.55     $     62.51
                                                  ==============================================================================

- --------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                       6.55%          15.66%         (23.23)%        (26.12)%         48.64%
- --------------------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)          $ 1,391,718     $ 1,152,318       $ 864,437     $   974,820     $ 1,295,087
- --------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                 $ 1,327,404     $   930,500       $ 968,867     $ 1,095,575     $   855,270
- --------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                    0.47%           0.29%           0.17%           0.66%           0.45%
Total expenses                                           0.71% 4         0.78% 4,5       0.89% 4         0.66% 4         0.64% 4
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    45%             42%            28%              46%             44%


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

2. Assumes an investment on the business day before the first day of the fiscal
period, 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

4. Reduction to custodian expenses less than 0.01%.

5. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                   32 | OPPENHEIMER CAPITAL APPRECIATION FUND


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

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

Oppenheimer Capital Appreciation Fund (the Fund) is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. The Fund's investment objective is to seek capital appreciation. The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).

      The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class A shares are sold at their offering price, which is normally net asset
value plus a front-end sales charge. Class B, Class C and Class N shares are
sold without a front-end sales charge but may be subject to a contingent
deferred sales charge (CDSC). Class N shares are sold only through retirement
plans. Retirement plans that offer Class N shares may impose charges on those
accounts. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC, however, the institutional investor
may impose charges on those accounts. All classes of shares have identical
rights and voting privileges with respect to the Fund in general and exclusive
voting rights on matters that affect that class alone. Earnings, net assets and
net asset value per share may differ due to each class having its own expenses,
such as transfer and shareholder servicing agent fees and shareholder
communications, directly attributable to that class. Class A, B, C and N have
separate distribution and/or service plans. No such plan has been adopted for
Class Y shares. Class B shares will automatically convert to Class A shares six
years after the date of purchase.

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

- --------------------------------------------------------------------------------
SECURITIES VALUATION. The Fund calculates the net asset value of its shares as
of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities listed
or traded on National Stock Exchanges or other domestic or foreign exchanges are
valued based on the last sale price of the security traded on that exchange
prior to the time when the Fund's assets are valued. Securities traded on NASDAQ
are valued based on the closing price provided by NASDAQ prior to the time when
the Fund's assets are valued. In the absence of a sale, the security is valued
at the last sale price on the prior trading day, if it is within the spread of
the closing bid and asked prices, and if not, at the closing bid price.
Corporate, government and municipal debt instruments having a remaining maturity
in excess of 60 days and all mortgage-backed securities will be valued at the
mean between the "bid" and "asked" prices. Securities may be valued primarily
using dealer-supplied valuations or a portfolio pricing service authorized by
the Board of Trustees. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value.
Foreign and domestic securities whose values have been materially affected by
what the Manager identifies as a significant event occurring before the Fund's
assets are valued but after the close of their respective exchanges will be fair
valued. Fair value is determined in good faith using consistently applied
procedures under the supervision of the Board of Trustees. Short-term "money
market type" debt securities


                   33 | OPPENHEIMER CAPITAL APPRECIATION FUND


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

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

with remaining maturities of sixty days or less are valued at amortized cost
(which approximates market value).

- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in
U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars as of the close of The New York Stock Exchange (the
Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for
business. Amounts related to the purchase and sale of foreign securities and
investment income are translated at the rates of exchange prevailing on the
respective dates of such transactions. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Trustees.

      Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.

      The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.

- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Fund, along with other affiliated funds
advised by the Manager, may transfer uninvested cash balances into joint trading
accounts on a daily basis. These balances are invested in one or more repurchase
agreements. Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements mature. Each agreement requires that
the market value of the collateral be sufficient to cover payments of interest
and principal. In the event of default by the other party to the agreement,
retention of the collateral may be subject to legal proceedings.

- --------------------------------------------------------------------------------
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.

- --------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments


                   34 | OPPENHEIMER CAPITAL APPRECIATION FUND


not offset by capital loss carryforwards, if any, to shareholders, therefore, no
federal income or excise tax provision is required.

The tax components of capital shown in the table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be able to offset against income and gains realized in future years and
unrealized appreciation or depreciation of securities and other investments for
federal income tax purposes.

                                                                NET UNREALIZED
                                                                  APPRECIATION
  UNDISTRIBUTED    UNDISTRIBUTED     ACCUMULATED              BASED ON COST OF
  NET INVESTMENT       LONG-TERM            LOSS        SECURITIES FOR FEDERAL
  INCOME                    GAIN    CARRYFORWARD 1,2,3     INCOME TAX PURPOSES
  ----------------------------------------------------------------------------
  $ --                      $ --   $ 733,161,333                 $ 193,347,875

1. As of August 31, 2004, the Fund had $733,161,333 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of August 31, 2004, details
of the capital carryforwards were as follows:

                           EXPIRING
                           ------------------------
                           2010       $  61,636,235
                           2011         374,938,776
                           2012         296,586,322
                                      -------------
                           Total      $ 733,161,333
                                      =============

2. During the fiscal year ended August 31, 2004, the Fund did not utilize any
capital loss carryforward.

3. During the fiscal year ended August 31, 2003, the Fund did not utilize any
capital loss carryforward.

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

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

No distributions were paid during the years ended August 31, 2004 and August 31,
2003.

The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of August 31, 2004 are noted below. The primary
difference between book and tax appreciation or depreciation of securities and
other investments, if applicable, is attributable to the tax deferral of losses
or tax realization of financial statement unrealized gain or loss.


                   35 | OPPENHEIMER CAPITAL APPRECIATION FUND


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

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

             Total federal tax cost          $ 8,423,185,571
                                             ================

             Gross unrealized appreciation   $   802,141,286
             Gross unrealized depreciation      (608,793,411)
                                             ----------------
             Net unrealized appreciation     $   193,347,875
                                             ================

- --------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for the
Fund's independent trustees. Benefits are based on years of service and fees
paid to each trustee during the years of service. During the year ended August
31, 2004, the Fund's projected benefit obligations were increased by $143,178
and payments of $73,625 were made to retired trustees, resulting in an
accumulated liability of $1,018,121 as of August 31, 2004.

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

- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income and capital gain distributions, if
any, are declared and paid annually.

- --------------------------------------------------------------------------------
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.

- --------------------------------------------------------------------------------
EXPENSE OFFSET ARRANGEMENT. The reduction of custodian fees, if applicable,
represents earnings on cash balances maintained by the Fund.

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

- --------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that


                   36 | OPPENHEIMER CAPITAL APPRECIATION FUND


affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.

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

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest of each class. Transactions in shares of beneficial interest
were as follows:

                     YEAR ENDED AUGUST 31, 2004      YEAR ENDED AUGUST 31, 2003
                      SHARES             AMOUNT        SHARES            AMOUNT
- --------------------------------------------------------------------------------
CLASS A
Sold              44,049,927   $  1,683,774,151    45,225,452   $ 1,394,693,911
Redeemed         (26,327,315)    (1,005,095,628)  (28,851,156)     (890,007,812)
                 ---------------------------------------------------------------
Net increase      17,722,612   $    678,678,523    16,374,296   $   504,686,099
                 ===============================================================

- --------------------------------------------------------------------------------
CLASS B
Sold               6,370,743   $    226,256,788     6,747,394   $   197,106,768
Redeemed          (8,319,344)      (296,375,820)   (8,635,132)     (247,425,951)
                 ---------------------------------------------------------------
Net decrease      (1,948,601)  $    (70,119,032)   (1,887,738)  $   (50,319,183)
                 ===============================================================

- --------------------------------------------------------------------------------
CLASS C
Sold               5,516,439   $    193,981,052     4,972,919   $   143,578,548
Redeemed          (3,492,729)      (122,844,442)   (4,220,870)     (119,557,545)
                 ---------------------------------------------------------------
Net increase       2,023,710   $     71,136,610       752,049   $    24,021,003
                 ===============================================================

- --------------------------------------------------------------------------------
CLASS N
Sold               3,052,463   $    116,239,098     1,644,398   $    50,946,387
Redeemed          (1,094,111)       (41,504,334)     (836,639)      (25,918,219)
                 ---------------------------------------------------------------
Net increase       1,958,352   $     74,734,764       807,759   $    25,028,168
                 ===============================================================

- --------------------------------------------------------------------------------
CLASS Y
Sold               9,392,719   $    365,551,482     9,921,935   $   316,008,775
Redeemed          (5,128,257)      (199,372,699)   (5,689,335)     (173,782,697)
                 ---------------------------------------------------------------
Net increase       4,264,462   $    166,178,783     4,232,600   $   142,226,078
                 ===============================================================

- --------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended August 31, 2004, were
$4,554,482,042 and $3,490,902,536, respectively.

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

MANAGEMENT FEES. Effective January 1, 2004, management fees paid to the Manager
were in accordance with the investment advisory agreement with the Fund which
provides for a fee at an annual rate of 0.75% of the first $200 million of
average annual net assets


                   37 | OPPENHEIMER CAPITAL APPRECIATION FUND


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

- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

of the Fund, 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 $2.0
billion, 0.52% of the next $2.0 billion, and 0.50% of average annual net assets
over $8.5 billion. Prior to January 1, 2004, the annual advisory fee rate was
0.75% of the first $200 million of aggregate 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 aggregate net assets over
$8.5 billion.

- --------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a per account fee. For the year ended August 31, 2004, the Fund paid
$20,650,549 to OFS for services to the Fund.

      Additionally, Class Y shares are subject to minimum fees of $10,000 for
assets of $10 million or more. The Class Y shares are subject to the minimum
fees in the event that the per account fee does not equal or exceed the
applicable minimum fees. OFS may voluntarily waive the minimum fees.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.

- --------------------------------------------------------------------------------
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
pay dealers, brokers, banks and other financial institutions quarterly for
providing personal services and maintenance of accounts of their customers that
hold Class A shares. Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in subsequent
years. Fees incurred by the Fund under the Plan are detailed in the Statement of
Operations.

- --------------------------------------------------------------------------------
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 compensate the Distributor for its services in connection with the
distribution of those 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 and Class C shares and 0.25% per year on Class N shares. The Distributor
also receives a service fee of up to 0.25% per year under each plan. If either
the Class B, Class C or Class N plan is terminated by the Fund or by the
shareholders of a class, the Board of Trustees and its independent trustees must
determine whether the Distributor shall be entitled to payment from the Fund of
all or a portion of the service fee and/or asset-based sales charge in respect
to shares sold prior to the effective date of such termination. The
Distributor's aggregate uncompensated


                   38 | OPPENHEIMER CAPITAL APPRECIATION FUND


expenses under the plan at August 31, 2004 for Class B, Class C and Class N
shares were $23,948,753, $9,273,924 and $2,251,979, respectively. Fees incurred
by the Fund under the plans are detailed in the Statement of Operations.

- --------------------------------------------------------------------------------
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
(CDSC) do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the table below for the period indicated.



                                        CLASS A         CLASS B         CLASS C         CLASS N
                        CLASS A      CONTINGENT      CONTINGENT      CONTINGENT      CONTINGENT
                      FRONT-END        DEFERRED        DEFERRED        DEFERRED        DEFERRED
                  SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES   SALES CHARGES
                    RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY     RETAINED BY
YEAR ENDED          DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR     DISTRIBUTOR
- -----------------------------------------------------------------------------------------------

August 31, 2004     $ 2,506,575        $ 78,402     $ 2,425,021       $ 105,674       $ 115,630


- --------------------------------------------------------------------------------
PAYMENTS AND WAIVERS OF EXPENSES. Following a review of its use of brokerage
commissions for sales that is permitted under its investment advisory agreement,
the Fund's Manager terminated that practice in July 2003. Subsequently, the
Manager paid the Fund $550,217, an amount equivalent to certain of such
commissions incurred in prior years.

      Effective July 1, 2003, the Manger has voluntarily undertaken to waive
fees or reimburse expenses of Class Y shares so that "Total Annual Operating
Expenses" of Class Y shares do not exceed 0.75% of average daily net assets. The
Manager may amend or withdraw these waivers and reimbursements at any time
without notice to shareholders.

      OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees for all classes to 0.35% of average daily net assets per fiscal year
for all classes. During the year ended August 31, 2004, OFS waived $86,214,
$195,605, $18,323 and $38,374 for Class A, Class B, Class C and Class N shares,
respectively. This undertaking may be amended or withdrawn at any time.

- --------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts to settle specific purchases or sales of securities
denominated in a foreign currency and for protection from adverse exchange rate
fluctuation. Risks to the Fund include the potential inability of the
counterparty to meet the terms of the contract.

      The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using prevailing foreign currency exchange rates.
Unrealized appreciation and depreciation on foreign currency contracts are
reported in the Statement of Assets and Liabilities as a receivable or payable
and in the Statement of Operations with the change in unrealized appreciation or
depreciation.


                   39 | OPPENHEIMER CAPITAL APPRECIATION FUND


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

- --------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS Continued

      The Fund may realize a gain or loss upon the closing or settlement of the
foreign transaction. Contracts closed or settled with the same broker are
recorded as net realized gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.

      As of August 31, 2004, the Fund had no outstanding foreign currency
contracts.

- --------------------------------------------------------------------------------
6. LITIGATION

Six complaints have been filed as putative derivative and class actions against
the Manager, OFS and the Distributor (collectively, "OppenheimerFunds"), as well
as 51 of the Oppenheimer funds (collectively, the "Funds") including this Fund,
and nine directors/trustees of certain of the Funds (collectively, the
"Directors/Trustees"). The complaints allege that the Manager charged excessive
fees for distribution and other costs, improperly used assets of the Funds in
the form of directed brokerage commissions and 12b-1 fees to pay brokers to
promote sales of the Funds, and failed to properly disclose the use of Fund
assets to make those payments in violation of the Investment Company Act of 1940
and the Investment Advisers Act of 1940. The complaints further allege that by
permitting and/or participating in those actions, the Directors/Trustees
breached their fiduciary duties to Fund shareholders under the Investment
Company Act of 1940 and at common law.

      OppenheimerFunds believes that it is premature to render any opinion as to
the likelihood of an outcome unfavorable to them, the Funds or the
Directors/Trustees and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss. However,
OppenheimerFunds, the Funds and the Directors/Trustees believe that the
allegations contained in the complaints are without merit and intend to defend
these lawsuits vigorously.


                   40 | OPPENHEIMER CAPITAL APPRECIATION FUND




                                                    Appendix A

                                             Industry Classifications

Aerospace & Defense                                   Household Products
Air Freight & Couriers                                Industrial Conglomerates
Airlines                                              Insurance
Auto Components                                       Internet & Catalog Retail
Automobiles                                           Internet Software & Services
Beverages                                             IT Services
Biotechnology                                         Leisure Equipment & Products
Building Products                                     Machinery
Chemicals                                             Marine
Consumer Finance                                      Media
Commercial Banks                                      Metals & Mining
Commercial Services & Supplies                        Multiline Retail
Communications Equipment                              Multi-Utilities
Computers & Peripherals                               Office Electronics
Construction & Engineering                            Oil & Gas
Construction Materials                                Paper & Forest Products
Containers & Packaging                                Personal Products
Distributors                                          Pharmaceuticals
Diversified Financial Services                        Real Estate
Diversified Telecommunication Services                Road & Rail
Electric Utilities                                    Semiconductors and Semiconductor Equipment
Electrical Equipment                                  Software
Electronic Equipment & Instruments                    Specialty Retail
Energy Equipment & Services                           Textiles, Apparel & Luxury Goods
Food & Staples Retailing                              Thrifts & Mortgage Finance
Food Products                                         Tobacco
Gas Utilities                                         Trading Companies & Distributors
Health Care Equipment & Supplies                      Transportation Infrastructure
Health Care Providers & Services                      Water Utilities
Hotels Restaurants & Leisure                          Wireless Telecommunication Services
Household Durables



                                                    Appendix B

OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class A shares2 of the Oppenheimer funds
or the contingent deferred sales charge that may apply to Class A, Class B or Class C shares may be waived.3
That is because of the economies of sales efforts realized by OppenheimerFunds Distributor, Inc., (referred to in
this document as the "Distributor"), or by dealers or other financial institutions that offer those shares to
certain classes of investors.

Not all waivers apply to all funds. For example, waivers relating to Retirement Plans do not apply to Oppenheimer
municipal funds, because shares of those funds are not available for purchase by or on behalf of retirement
plans. Other waivers apply only to shareholders of certain funds.

For the purposes of some of the waivers described below and in the Prospectus and Statement of Additional
Information of the applicable Oppenheimer funds, the term "Retirement Plan" refers to the following types of
plans:
              1)  plans qualified under Sections 401(a) or 401(k) of the Internal Revenue Code,
              2)  non-qualified deferred compensation plans,
              3)  employee benefit plans4
              4)  Group Retirement Plans5
              5)  403(b)(7) custodial plan accounts
              6)  Individual Retirement Accounts ("IRAs"), including traditional IRAs, Roth IRAs, SEP-IRAs,
                  SARSEPs or SIMPLE plans

The interpretation of these provisions as to the applicability of a special arrangement or waiver in a particular
case is in the sole discretion of the Distributor or the transfer agent (referred to in this document as the
"Transfer Agent") of the particular Oppenheimer fund. These waivers and special arrangements may be amended or
terminated at any time by a particular fund, the Distributor, and/or OppenheimerFunds, Inc. (referred to in this
document as the "Manager").

Waivers that apply at the time shares are redeemed must be requested by the shareholder and/or dealer in the
redemption request.
I.


                    Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
- -------------------------------------------------------------------------------------------------------------------

Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to Initial Sales Charge but May Be Subject
to the Class A Contingent Deferred Sales Charge (unless a waiver applies).

         There is no initial sales charge on purchases of Class A shares of any of the Oppenheimer funds in the
cases listed below. However, these purchases may be subject to the Class A contingent deferred sales charge if
redeemed within 18 months (24 months in the case of Oppenheimer Rochester National Municipals and Rochester Fund
Municipals) of the beginning of the calendar month of their purchase, as described in the Prospectus (unless a
waiver described elsewhere in this Appendix applies to the redemption). Additionally, on shares purchased under
these waivers that are subject to the Class A contingent deferred sales charge, the Distributor will pay the
applicable concession described in the Prospectus under "Class A Contingent Deferred Sales Charge."6 This waiver
provision applies to:
|_|      Purchases of Class A shares aggregating $1 million or more.
|_|      Purchases of Class A shares by a Retirement Plan that was permitted to purchase such shares at net asset
              value but subject to a contingent deferred sales charge prior to March 1, 2001. That included plans
              (other than IRA or 403(b)(7) Custodial Plans) that: 1) bought shares costing $500,000 or more, 2)
              had at the time of purchase 100 or more eligible employees or total plan assets of $500,000 or
              more, or 3) certified to the Distributor that it projects to have annual plan purchases of $200,000
              or more.
|_|      Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the purchases are made:
              1)  through a broker, dealer, bank or registered investment adviser that has made special
                  arrangements with the Distributor for those purchases, or
              2)  by a direct rollover of a distribution from a qualified Retirement Plan if the administrator of
                  that Plan has made special arrangements with the Distributor for those purchases.
|_|      Purchases of Class A shares by Retirement Plans that have any of the following record-keeping
              arrangements:
              1)  The record keeping is performed by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch")
                  on a daily valuation basis for the Retirement Plan. On the date the plan sponsor signs the
                  record-keeping service agreement with Merrill Lynch, the Plan must have $3 million or more of
                  its assets invested in (a) mutual funds, other than those advised or managed by Merrill Lynch
                  Investment Management, L.P. ("MLIM"), that are made available under a Service Agreement between
                  Merrill Lynch and the mutual fund's principal underwriter or distributor, and  (b)  funds
                  advised or managed by MLIM (the funds described in (a) and (b) are referred to as "Applicable
                  Investments").
              2)  The record keeping for the Retirement Plan is performed on a daily valuation basis by a record
                  keeper whose services are provided under a contract or arrangement between the Retirement Plan
                  and Merrill Lynch. On the date the plan sponsor signs the record keeping service agreement with
                  Merrill Lynch, the Plan must have $3 million or more of its assets (excluding assets invested
                  in money market funds) invested in Applicable Investments.
              3)  The record keeping for a Retirement Plan is handled under a service agreement with Merrill
                  Lynch and on the date the plan sponsor signs that agreement, the Plan has 500 or more eligible
                  employees (as determined by the Merrill Lynch plan conversion manager).

II.                              Waivers of Class A Sales Charges of Oppenheimer Funds
- -------------------------------------------------------------------------------------------------------------------

A.   Waivers of Initial and Contingent Deferred Sales Charges for Certain Purchasers.

Class A shares purchased by the following investors are not subject to any Class A sales charges (and no
concessions are paid by the Distributor on such purchases):
|_|      The Manager or its affiliates.
|_|      Present or former officers, directors, trustees and employees (and their "immediate families") of the
              Fund, the Manager and its affiliates, and retirement plans established by them for their employees.
              The term "immediate family" refers to one's spouse, children, grandchildren, grandparents, parents,
              parents-in-law, brothers and sisters, sons- and daughters-in-law, a sibling's spouse, a spouse's
              siblings, aunts, uncles, nieces and nephews; relatives by virtue of a remarriage (step-children,
              step-parents, etc.) are included.
|_|      Registered management investment companies, or separate accounts of insurance companies having an
              agreement with the Manager or the Distributor for that purpose.
|_|      Dealers or brokers that have a sales agreement with the Distributor, if they purchase shares for their
              own accounts or for retirement plans for their employees.
|_|      Employees and registered representatives (and their spouses) of dealers or brokers described above or
              financial institutions that have entered into sales arrangements with such dealers or brokers (and
              which are identified as such to the Distributor) or with the Distributor. The purchaser must
              certify to the Distributor at the time of purchase that the purchase is for the purchaser's own
              account (or for the benefit of such employee's spouse or minor children).
|_|      Dealers, brokers, banks or registered investment advisors that have entered into an agreement with the
              Distributor providing specifically for the use of shares of the Fund in particular investment
              products made available to their clients. Those clients may be charged a transaction fee by their
              dealer, broker, bank or advisor for the purchase or sale of Fund shares.
|_|      Investment advisors and financial planners who have entered into an agreement for this purpose with the
              Distributor and who charge an advisory, consulting or other fee for their services and buy shares
              for their own accounts or the accounts of their clients.
|_|      "Rabbi trusts" that buy shares for their own accounts, if the purchases are made through a broker or
              agent or other financial intermediary that has made special arrangements with the Distributor for
              those purchases.
|_|      Clients of investment advisors or financial planners (that have entered into an agreement for this
              purpose with the Distributor) who buy shares for their own accounts may also purchase shares
              without sales charge but only if their accounts are linked to a master account of their investment
              advisor or financial planner on the books and records of the broker, agent or financial
              intermediary with which the Distributor has made such special arrangements . Each of these
              investors may be charged a fee by the broker, agent or financial intermediary for purchasing shares.
|_|      Directors, trustees, officers or full-time employees of OpCap Advisors or its affiliates, their
              relatives or any trust, pension, profit sharing or other benefit plan which beneficially owns
              shares for those persons.
|_|      Accounts for which Oppenheimer Capital (or its successor) is the investment advisor (the Distributor
              must be advised of this arrangement) and persons who are directors or trustees of the company or
              trust which is the beneficial owner of such accounts.
|_|      A unit investment trust that has entered into an appropriate agreement with the Distributor.
|_|      Dealers, brokers, banks, or registered investment advisers that have entered into an agreement with the
              Distributor to sell shares to defined contribution employee retirement plans for which the dealer,
              broker or investment adviser provides administration services.
|_|


         Retirement Plans and deferred compensation plans and trusts used to fund those plans (including, for
              example, plans qualified or created under sections 401(a), 401(k), 403(b) or 457 of the Internal
              Revenue Code), in each case if those purchases are made through a broker, agent or other financial
              intermediary that has made special arrangements with the Distributor for those purchases.
|_|      A TRAC-2000 401(k) plan (sponsored by the former Quest for Value Advisors) whose Class B or Class C
              shares of a Former Quest for Value Fund were exchanged for Class A shares of that Fund due to the
              termination of the Class B and Class C TRAC-2000 program on November 24, 1995.
|_|      A qualified Retirement Plan that had agreed with the former Quest for Value Advisors to purchase shares
              of any of the Former Quest for Value Funds at net asset value, with such shares to be held through
              DCXchange, a sub-transfer agency mutual fund clearinghouse, if that arrangement was consummated and
              share purchases commenced by December 31, 1996.

B.   Waivers of Initial and Contingent Deferred Sales Charges in Certain Transactions.

Class A shares issued or purchased in the following transactions are not subject to sales charges (and no
concessions are paid by the Distributor on such purchases):
|_|      Shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to
              which the Fund is a party.
|_|      Shares purchased by the reinvestment of dividends or other distributions reinvested from the Fund or
              other Oppenheimer funds (other than Oppenheimer Cash Reserves) or unit investment trusts for which
              reinvestment arrangements have been made with the Distributor.
|_|      Shares purchased through a broker-dealer that has entered into a special agreement with the Distributor
              to allow the broker's customers to purchase and pay for shares of Oppenheimer funds using the
              proceeds of shares redeemed in the prior 30 days from a mutual fund (other than a fund managed by
              the Manager or any of its subsidiaries) on which an initial sales charge or contingent deferred
              sales charge was paid. This waiver also applies to shares purchased by exchange of shares of
              Oppenheimer Money Market Fund, Inc. that were purchased and paid for in this manner. This waiver
              must be requested when the purchase order is placed for shares of the Fund, and the Distributor may
              require evidence of qualification for this waiver.
|_|      Shares purchased with the proceeds of maturing principal units of any Qualified Unit Investment Liquid
              Trust Series.
|_|      Shares purchased by the reinvestment of loan repayments by a participant in a Retirement Plan for which
              the Manager or an affiliate acts as sponsor.

C.   Waivers of the Class A Contingent Deferred Sales Charge for Certain Redemptions.

The Class A contingent deferred sales charge is also waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the following cases:
|_|      To make Automatic Withdrawal Plan payments that are limited annually to no more than 12% of the account
              value adjusted annually.
|_|      Involuntary redemptions of shares by operation of law or involuntary redemptions of small accounts
              (please refer to "Shareholder Account Rules and Policies," in the applicable fund Prospectus).
|_|      For distributions from Retirement Plans, deferred compensation plans or other employee benefit plans for
              any of the following purposes:
              1)  Following the death or disability (as defined in the Internal Revenue Code) of the participant
                  or beneficiary. The death or disability must occur after the participant's account was
                  established.
              2)  To return excess contributions.
              3)  To return contributions made due to a mistake of fact.
              4)  Hardship withdrawals, as defined in the plan.7
              5)  Under a Qualified Domestic Relations Order, as defined in the Internal Revenue Code, or, in the
                  case of an IRA, a divorce or separation agreement described in Section 71(b) of the Internal
                  Revenue Code.
              6)  To meet the minimum distribution requirements of the Internal Revenue Code.
              7)  To make "substantially equal periodic payments" as described in Section 72(t) of the Internal
                  Revenue Code.
              8)  For loans to participants or beneficiaries.
              9)  Separation from service.8
              10) Participant-directed redemptions to purchase shares of a mutual fund (other than a fund managed
                  by the Manager or a subsidiary of the Manager) if the plan has made special arrangements with
                  the Distributor.
              11) Plan termination or "in-service distributions," if the redemption proceeds are rolled over
                  directly to an OppenheimerFunds-sponsored IRA.
|_|      For distributions from 401(k) plans sponsored by broker-dealers that have entered into a special
              agreement with the Distributor allowing this waiver.
|_|      For distributions from retirement plans that have $10 million or more in plan assets and that have
              entered into a special agreement with the Distributor.
|_|      For distributions from retirement plans which are part of a retirement plan product or platform offered
              by certain banks, broker-dealers, financial advisors, insurance companies or record keepers which
              have entered into a special agreement with the Distributor.
III.                     Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer Funds
- -------------------------------------------------------------------------------------------------------------------

The Class B, Class C and Class N contingent deferred sales charges will not be applied to shares purchased in
certain types of transactions or redeemed in certain circumstances described below.

A.   Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be waived for redemptions of shares in
the following cases:
|_|      Shares redeemed involuntarily, as described in "Shareholder Account Rules and Policies," in the
              applicable Prospectus.
|_|      Redemptions from accounts other than Retirement Plans following the death or disability of the last
              surviving shareholder. The death or disability must have occurred after the account was
              established, and for disability you must provide evidence of a determination of disability by the
              Social Security Administration.
|_|      The contingent deferred sales charges are generally not waived following the death or disability of a
              grantor or trustee for a trust account. The contingent deferred sales charges will only be waived
              in the limited case of the death of the trustee of a grantor trust or revocable living trust for
              which the trustee is also the sole beneficiary. The death or disability must have occurred after
              the account was established, and for disability you must provide evidence of a determination of
              disability by the Social Security Administration.
|_|      Distributions from accounts for which the broker-dealer of record has entered into a special agreement
              with the Distributor allowing this waiver.
|_|      Redemptions of Class B shares held by Retirement Plans whose records are maintained on a daily valuation
              basis by Merrill Lynch or an independent record keeper under a contract with Merrill Lynch.
|_|      Redemptions of Class C shares of Oppenheimer U.S. Government Trust from accounts of clients of financial
              institutions that have entered into a special arrangement with the Distributor for this purpose.
|_|      Redemptions requested in writing by a Retirement Plan sponsor of Class C shares of an Oppenheimer fund
              in amounts of $500,000 or more and made more than 12 months after the Retirement Plan's first
              purchase of Class C shares, if the redemption proceeds are invested in Class N shares of one or
              more Oppenheimer funds.
|_|      Distributions9 from Retirement Plans or other employee benefit plans for any of the following purposes:
              1)  Following the death or disability (as defined in the Internal Revenue Code) of the participant
                  or beneficiary. The death or disability must occur after the participant's account was
                  established in an Oppenheimer fund.
              2)  To return excess contributions made to a participant's account.
              3)  To return contributions made due to a mistake of fact.
              4)  To make hardship withdrawals, as defined in the plan.10
              5)  To make distributions required under a Qualified Domestic Relations Order or, in the case of an
                  IRA, a divorce or separation agreement described in Section 71(b) of the Internal Revenue Code.
              6)  To meet the minimum distribution requirements of the Internal Revenue Code.
              7)  To make "substantially equal periodic payments" as described in Section 72(t) of the Internal
                  Revenue Code.
              8)  For loans to participants or beneficiaries.11
              9)  On account of the participant's separation from service.12
              10) Participant-directed redemptions to purchase shares of a mutual fund (other than a fund managed
                  by the Manager or a subsidiary of the Manager) offered as an investment option in a Retirement
                  Plan if the plan has made special arrangements with the Distributor.
              11) Distributions made on account of a plan termination or "in-service" distributions, if the
                  redemption proceeds are rolled over directly to an OppenheimerFunds-sponsored IRA.
              12) For distributions from a participant's account under an Automatic Withdrawal Plan after the
                  participant reaches age 59 1/2, as long as the aggregate value of the distributions does not
                  exceed 10% of the account's value, adjusted annually.
              13) Redemptions of Class B shares under an Automatic Withdrawal Plan for an account other than a
                  Retirement Plan, if the aggregate value of the redeemed shares does not exceed 10% of the
                  account's value, adjusted annually.
              14) For distributions from 401(k) plans sponsored by broker-dealers that have entered into a
                  special arrangement with the Distributor allowing this waiver.
|_|      Redemptions of Class B shares or Class C shares under an Automatic Withdrawal Plan from an account other
              than a Retirement Plan if the aggregate value of the redeemed shares does not exceed 10% of the
              account's value annually.

B.   Waivers for Shares Sold or Issued in Certain Transactions.

The contingent deferred sales charge is also waived on Class B and Class C shares sold or issued in the following
cases:
|_|      Shares sold to the Manager or its affiliates.
|_|      Shares sold to registered management investment companies or separate accounts of insurance companies
              having an agreement with the Manager or the Distributor for that purpose.
|_|      Shares issued in plans of reorganization to which the Fund is a party.
|_|      Shares sold to present or former officers, directors, trustees or employees (and their "immediate
              families" as defined above in Section I.A.) of the Fund, the Manager and its affiliates and
              retirement plans established by them for their employees.
IV.       Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer Funds Who Were Shareholders of
                                                Former Quest for Value Funds
- -------------------------------------------------------------------------------------------------------------------

The initial and contingent deferred sales charge rates and waivers for Class A, Class B and Class C shares
described in the Prospectus or Statement of Additional Information of the Oppenheimer funds are modified as
described below for certain persons who were shareholders of the former Quest for Value Funds.  To be eligible,
those persons must have been shareholders on November 24, 1995, when OppenheimerFunds, Inc. became the investment
advisor to those former Quest for Value Funds.  Those funds include:
     Oppenheimer Quest Value Fund, Inc.              Oppenheimer Small Cap Value Fund
     Oppenheimer Quest Balanced Value Fund           Oppenheimer Quest International Value Fund, Inc.
     Oppenheimer Quest Opportunity Value Fund

         These arrangements also apply to shareholders of the following funds when they merged (were reorganized)
into various Oppenheimer funds on November 24, 1995:

     Quest for Value U.S. Government Income Fund              Quest for Value New York Tax-Exempt Fund
     Quest for Value Investment Quality Income Fund           Quest for Value National Tax-Exempt Fund
     Quest for Value Global Income Fund                       Quest for Value California Tax-Exempt Fund

         All of the funds listed above are referred to in this Appendix as the "Former Quest for Value Funds."
The waivers of initial and contingent deferred sales charges described in this Appendix apply to shares of an
Oppenheimer fund that are either:
|_|      acquired by such shareholder pursuant to an exchange of shares of an Oppenheimer fund that was one of
              the Former Quest for Value Funds, or
|_|      purchased by such shareholder by exchange of shares of another Oppenheimer fund that were acquired
              pursuant to the merger of any of the Former Quest for Value Funds into that other Oppenheimer fund
              on November 24, 1995.

A.   Reductions or Waivers of Class A Sales Charges.

|X|      Reduced Class A Initial Sales Charge Rates for Certain Former Quest for Value Funds Shareholders.

Purchases by Groups and Associations.  The following table sets forth the initial sales charge rates for Class A
shares purchased by members of "Associations" formed for any purpose other than the purchase of securities. The
rates in the table apply if that Association purchased shares of any of the Former Quest for Value Funds or
received a proposal to purchase such shares from OCC Distributors prior to November 24, 1995.

- -------------------------------- ---------------------------- --------------------------------- ---------------------
Number of Eligible Employees     Initial Sales Charge as a    Initial Sales Charge as a % of    Concession as % of
or Members                       % of Offering Price          Net Amount Invested               Offering Price
- -------------------------------- ---------------------------- --------------------------------- ---------------------
- -------------------------------- ---------------------------- --------------------------------- ---------------------
9 or Fewer                                  2.50%                          2.56%                       2.00%
- -------------------------------- ---------------------------- --------------------------------- ---------------------
- -------------------------------- ---------------------------- --------------------------------- ---------------------
At least  10 but not more  than             2.00%                          2.04%                       1.60%
49
- -------------------------------- ---------------------------- --------------------------------- ---------------------

- -------------------------------------------------------------------------------------------------------------------
         For purchases by Associations having 50 or more eligible employees or members, there is no initial sales
charge on purchases of Class A shares, but those shares are subject to the Class A contingent deferred sales
charge described in the applicable fund's Prospectus.

         Purchases made under this arrangement qualify for the lower of either the sales charge rate in the table
based on the number of members of an Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of Additional Information. Individuals
who qualify under this arrangement for reduced sales charge rates as members of Associations also may purchase
shares for their individual or custodial accounts at these reduced sales charge rates, upon request to the
Distributor.

|X|      Waiver of Class A Sales Charges for Certain Shareholders.  Class A shares purchased by the following
investors are not subject to any Class A initial or contingent deferred sales charges:
o        Shareholders who were shareholders of the AMA Family of Funds on February 28, 1991 and who acquired
                  shares of any of the Former Quest for Value Funds by merger of a portfolio of the AMA Family of
                  Funds.
o        Shareholders who acquired shares of any Former Quest for Value Fund by merger of any of the portfolios
                  of the Unified Funds.

|X|      Waiver of Class A Contingent Deferred Sales Charge in Certain Transactions.  The Class A contingent
deferred sales charge will not apply to redemptions of Class A shares purchased by the following investors who
were shareholders of any Former Quest for Value Fund:

         Investors who purchased Class A shares from a dealer that is or was not permitted to receive a sales
load or redemption fee imposed on a shareholder with whom that dealer has a fiduciary relationship, under the
Employee Retirement Income Security Act of 1974 and regulations adopted under that law.

B.   Class A, Class B and Class C Contingent Deferred Sales Charge Waivers.

|X|      Waivers for Redemptions of Shares Purchased Prior to March 6, 1995.  In the following cases, the
contingent deferred sales charge will be waived for redemptions of Class A, Class B or Class C shares of an
Oppenheimer fund. The shares must have been acquired by the merger of a Former Quest for Value Fund into the fund
or by exchange from an Oppenheimer fund that was a Former Quest for Value Fund or into which such fund merged.
Those shares must have been purchased prior to March 6, 1995 in connection with:
o        withdrawals under an automatic withdrawal plan holding only either Class B or Class C shares if the
                  annual withdrawal does not exceed 10% of the initial value of the account value, adjusted
                  annually, and
o        liquidation of a shareholder's account if the aggregate net asset value of shares held in the account is
                  less than the required minimum value of such accounts.

|X|      Waivers for Redemptions of Shares Purchased on or After March 6, 1995 but Prior to November 24, 1995. In
the following cases, the contingent deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by the merger of a Former Quest for
Value Fund into the fund or by exchange from an Oppenheimer fund that was a Former Quest For Value Fund or into
which such Former Quest for Value Fund merged. Those shares must have been purchased on or after March 6, 1995,
but prior to November 24, 1995:
o        redemptions following the death or disability of the shareholder(s) (as evidenced by a determination of
                  total disability by the U.S. Social Security Administration);
o        withdrawals under an automatic withdrawal plan (but only for Class B or Class C shares) where the annual
                  withdrawals do not exceed 10% of the initial value of the account value; adjusted annually, and
o        liquidation of a shareholder's account if the aggregate net asset value of shares held in the account is
                  less than the required minimum account value.

         A shareholder's account will be credited with the amount of any contingent deferred sales charge paid on
the redemption of any Class A, Class B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another Oppenheimer fund within 90 days after
redemption.
V.        Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer Funds Who Were Shareholders of
                                     Connecticut Mutual Investment Accounts, Inc.
- --------------------------------------------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A and Class B shares described in the
respective Prospectus (or this Appendix) of the following Oppenheimer funds (each is referred to as a "Fund" in
this section):
     Oppenheimer U. S. Government Trust,
     Oppenheimer Bond Fund,
     Oppenheimer Value Fund and
     Oppenheimer Disciplined Allocation Fund
are modified as described below for those Fund shareholders who were shareholders of the following funds
(referred to as the "Former Connecticut Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:
     Connecticut Mutual Liquid Account      Connecticut Mutual Total Return Account
     Connecticut Mutual Government Securities Account            CMIA LifeSpan Capital Appreciation Account
     Connecticut Mutual Income Account      CMIA LifeSpan Balanced Account
     Connecticut Mutual Growth Account      CMIA Diversified Income Account

A.   Prior Class A CDSC and Class A Sales Charge Waivers.

|X|      Class A Contingent Deferred Sales Charge. Certain shareholders of a Fund and the other Former
Connecticut Mutual Funds are entitled to continue to make additional purchases of Class A shares at net asset
value without a Class A initial sales charge, but subject to the Class A contingent deferred sales charge that
was in effect prior to March 18, 1996 (the "prior Class A CDSC"). Under the prior Class A CDSC, if any of those
shares are redeemed within one year of purchase, they will be assessed a 1% contingent deferred sales charge on
an amount equal to the current market value or the original purchase price of the shares sold, whichever is
smaller (in such redemptions, any shares not subject to the prior Class A CDSC will be redeemed first).

         Those shareholders who are eligible for the prior Class A CDSC are:
              1)  persons whose purchases of Class A shares of a Fund and other Former Connecticut Mutual Funds
                  were $500,000 prior to March 18, 1996, as a result of direct purchases or purchases pursuant to
                  the Fund's policies on Combined Purchases or Rights of Accumulation, who still hold those
                  shares in that Fund or other Former Connecticut Mutual Funds, and
              2)  persons whose intended purchases under a Statement of Intention entered into prior to March 18,
                  1996, with the former general distributor of the Former Connecticut Mutual Funds to purchase
                  shares valued at $500,000 or more over a 13-month period entitled those persons to purchase
                  shares at net asset value without being subject to the Class A initial sales charge

         Any of the Class A shares of a Fund and the other Former Connecticut Mutual Funds that were purchased at
net asset value prior to March 18, 1996, remain subject to the prior Class A CDSC, or if any additional shares
are purchased by those shareholders at net asset value pursuant to this arrangement they will be subject to the
prior Class A CDSC.

|X|      Class A Sales Charge Waivers. Additional Class A shares of a Fund may be purchased without a sales
charge, by a person who was in one (or more) of the categories below and acquired Class A shares prior to March
18, 1996, and still holds Class A shares:
              1)  any purchaser, provided the total initial amount invested in the Fund or any one or more of the
                  Former Connecticut Mutual Funds totaled $500,000 or more, including investments made pursuant
                  to the Combined Purchases, Statement of Intention and Rights of Accumulation features available
                  at the time of the initial purchase and such investment is still held in one or more of the
                  Former Connecticut Mutual Funds or a Fund into which such Fund merged;
              2)  any participant in a qualified plan, provided that the total initial amount invested by the
                  plan in the Fund or any one or more of the Former Connecticut Mutual Funds totaled $500,000 or
                  more;
              3)  Directors of the Fund or any one or more of the Former Connecticut Mutual Funds and members of
                  their immediate families;
              4)  employee benefit plans sponsored by Connecticut Mutual Financial Services, L.L.C. ("CMFS"), the
                  prior distributor of the Former Connecticut Mutual Funds, and its affiliated companies;
              5)  one or more members of a group of at least 1,000 persons (and persons who are retirees from
                  such group) engaged in a common business, profession, civic or charitable endeavor or other
                  activity, and the spouses and minor dependent children of such persons, pursuant to a marketing
                  program between CMFS and such group; and
              6)  an institution acting as a fiduciary on behalf of an individual or individuals, if such
                  institution was directly compensated by the individual(s) for recommending the purchase of the
                  shares of the Fund or any one or more of the Former Connecticut Mutual Funds, provided the
                  institution had an agreement with CMFS.

         Purchases of Class A shares made pursuant to (1) and (2) above may be subject to the Class A CDSC of the
Former Connecticut Mutual Funds described above.

         Additionally, Class A shares of a Fund may be purchased without a sales charge by any holder of a
variable annuity contract issued in New York State by Connecticut Mutual Life Insurance Company through the
Panorama Separate Account which is beyond the applicable surrender charge period and which was used to fund a
qualified plan, if that holder exchanges the variable annuity contract proceeds to buy Class A shares of the Fund.

B.   Class A and Class B Contingent Deferred Sales Charge Waivers.

In addition to the waivers set forth in the Prospectus and in this Appendix, above, the contingent deferred sales
charge will be waived for redemptions of Class A and Class B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former Connecticut Mutual Fund provided that the Class A or
Class B shares of the Fund to be redeemed or exchanged were (i) acquired prior to March 18, 1996 or (ii) were
acquired by exchange from an Oppenheimer fund that was a Former Connecticut Mutual Fund. Additionally, the shares
of such Former Connecticut Mutual Fund must have been purchased prior to March 18, 1996:
     1)  by the estate of a deceased shareholder;
     2)  upon the disability of a shareholder, as defined in Section 72(m)(7) of the Internal Revenue Code;
     3)  for retirement distributions (or loans) to participants or beneficiaries from retirement plans qualified
         under Sections 401(a) or 403(b)(7)of the Code, or from IRAs, deferred compensation plans created under
         Section 457 of the Code, or other employee benefit plans;
     4)  as tax-free returns of excess contributions to such retirement or employee benefit plans;
     5)  in whole or in part, in connection with shares sold to any state, county, or city, or any
         instrumentality, department, authority, or agency thereof, that is prohibited by applicable investment
         laws from paying a sales charge or concession in connection with the purchase of shares of any
         registered investment management company;
     6)  in connection with the redemption of shares of the Fund due to a combination with another investment
         company by virtue of a merger, acquisition or similar reorganization transaction;
     7)  in connection with the Fund's right to involuntarily redeem or liquidate the Fund;
     8)  in connection with automatic redemptions of Class A shares and Class B shares in certain retirement plan
         accounts pursuant to an Automatic Withdrawal Plan but limited to no more than 12% of the original value
         annually; or
     9)  as involuntary redemptions of shares by operation of law, or under procedures set forth in the Fund's
         Articles of Incorporation, or as adopted by the Board of Directors of the Fund.
VI.                 Special Reduced Sales Charge for Former Shareholders of Advance America Funds, Inc.
- -------------------------------------------------------------------------------------------------------------------

Shareholders of Oppenheimer Municipal Bond Fund, Oppenheimer U.S. Government Trust, Oppenheimer Strategic Income
Fund and Oppenheimer Capital Income Fund who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those Oppenheimer funds on October 18, 1991, and who
held shares of Advance America Funds, Inc. on March 30, 1990, may purchase Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.
VII.           Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer Convertible Securities Fund
- -------------------------------------------------------------------------------------------------------------------

Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this section) may sell Class M shares at
net asset value without any initial sales charge to the classes of investors listed below who, prior to March 11,
1996, owned shares of the Fund's then-existing Class A and were permitted to purchase those shares at net asset
value without sales charge:
|_|      the Manager and its affiliates,
|_|      present or former officers, directors, trustees and employees (and their "immediate families" as defined
              in the Fund's Statement of Additional Information) of the Fund, the Manager and its affiliates, and
              retirement plans established by them or the prior investment advisor of the Fund for their
              employees,
|_|      registered management investment companies or separate accounts of insurance companies that had an
              agreement with the Fund's prior investment advisor or distributor for that purpose,
|_|      dealers or brokers that have a sales agreement with the Distributor, if they purchase shares for their
              own accounts or for retirement plans for their employees,
|_|      employees and registered representatives (and their spouses) of dealers or brokers described in the
              preceding section or financial institutions that have entered into sales arrangements with those
              dealers or brokers (and whose identity is made known to the Distributor) or with the Distributor,
              but only if the purchaser certifies to the Distributor at the time of purchase that the purchaser
              meets these qualifications,
|_|      dealers, brokers, or registered investment advisors that had entered into an agreement with the
              Distributor or the prior distributor of the Fund specifically providing for the use of Class M
              shares of the Fund in specific investment products made available to their clients, and
|_|      dealers, brokers or registered investment advisors that had entered into an agreement with the
              Distributor or prior distributor of the Fund's shares to sell shares to defined contribution
              employee retirement plans for which the dealer, broker, or investment advisor provides
              administrative services.


Oppenheimer Capital Appreciation Fund

Internet Website:
         www.oppenheimerfunds.com

Investment Advisor

         OppenheimerFunds, Inc.
         Two World Financial Center
         225 Liberty Street, 11th Floor
         New York, New York 10281-1008


Distributor

         OppenheimerFunds Distributor, Inc.
         Two World Financial Center
         225 Liberty Street, 11th Floor
         New York, New York 10281-1008


Transfer Agent
         OppenheimerFunds Services

         P.O. Box 5270
         Denver, Colorado 80217
         1.800.CALL OPP (225.5677)


Custodian Bank
         JPMorgan Chase Bank
         4 Chase Metro Tech Center
         Brooklyn, New York 11245


Independent Registered Public Accounting Firm

         KPMG llp
         707 Seventeenth Street
         Denver, Colorado 80202

Legal Counsel
         Mayer, Brown, Rowe & Maw LLP
         1675 Broadway
         New York, New York 10019

1234



PX320.001.1004


- --------
1 In accordance with Rule 12b-1 of the Investment Company Act, the term "Independent Trustees" in this Statement
of Additional Information refers to those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the distribution plan or any agreement under
the plan.
2 Certain waivers also apply to Class M shares of Oppenheimer Convertible Securities Fund.
3 In the case of Oppenheimer Senior Floating Rate Fund, a continuously-offered closed-end fund, references to
contingent deferred sales charges mean the Fund's Early Withdrawal Charges and references to "redemptions" mean
"repurchases" of shares.
4 An "employee benefit plan" means any plan or arrangement, whether or not it is "qualified" under the Internal
Revenue Code, under which Class N shares of an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single employer or of affiliated employers.
These may include, for example, medical savings accounts, payroll deduction plans or similar plans. The fund
accounts must be registered in the name of the fiduciary or administrator purchasing the shares for the benefit
of participants in the plan.
5 The term "Group Retirement Plan" means any qualified or non-qualified retirement plan for employees of a
corporation or sole proprietorship, members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the group has made special arrangements with
the Distributor and all members of the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment dealer, broker or other financial
institution designated by the group. Such plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b)
plans other than plans for public school employees. The term "Group Retirement Plan" also includes qualified
retirement plans and non-qualified deferred compensation plans and IRAs that purchase shares of an Oppenheimer
fund or funds through a single investment dealer, broker or other financial institution that has made special
arrangements with the Distributor.
6 However, that concession will not be paid on purchases of shares in amounts of $1 million or more (including
any right of accumulation) by a Retirement Plan that pays for the purchase with the redemption proceeds of Class
C shares of one or more Oppenheimer funds held by the Plan for more than one year.
7 This provision does not apply to IRAs.
8 This provision does not apply to 403(b)(7) custodial plans if the participant is less than age 55, nor to IRAs.
9 The distribution must be requested prior to Plan termination or the elimination of the Oppenheimer funds as an
investment option under the Plan.
10 This provision does not apply to IRAs.
11 This provision does not apply to loans from 403(b)(7) custodial plans and loans from the
OppenheimerFunds-sponsored Single K retirement plan.
12 This provision does not apply to 403(b)(7) custodial plans if the participant is less than age 55, nor to IRAs.


PART C


                                       OPPENHEIMER CAPITAL APPRECIATION FUND

                                                     FORM N-1A

                                                      PART C

                                                 OTHER INFORMATION


Item 23.  Exhibits

(a)      Amended and Restated  Declaration of Trust dated  December 18, 1996:  Previously  filed with  Registrant's
Post-Effective Amendment No. 35, 12/18/96, and incorporated herein by reference.

(b)      By-Laws  as  amended  through  December  14,  2000:  Previously  filed  with  Registrant's  Post-Effective
Amendment No. 44, 12/21/01, and incorporated herein by reference.

(c)      (i) Specimen Class A Share Certificate:  Previously filed with Registrant's  Post-Effective  Amendment No.
45, 10/28/02, and incorporated herein by reference.

         (ii) Specimen Class B Share Certificate:  Previously filed with Registrant's  Post-Effective Amendment No.
45, 10/28/02, and incorporated herein by reference.

         (iii) Specimen Class C Share  Certificate:  Previously filed with  Registrant's  Post-Effective  Amendment
No. 45, 10/28/02, and incorporated herein by reference.

         (iv) Specimen Class N Share Certificate:  Previously filed with Registrant's  Post-Effective Amendment No.
45, 10/28/02, and incorporated herein by reference.

         (v) Specimen Class Y Share Certificate:  Previously filed with Registrant's  Post-Effective  Amendment No.
45, 10/28/02, and incorporated herein by reference.

(d)      Amended and Restated Investment  Advisory Agreement dated 1/1/01:  Previously filed with Registrant's Post
Effective Amendment No. 43, 12/22/00, and incorporated herein by reference.

(e)      (i) General  Distributor's  Agreement dated 12/10/92:  Previously filed with  Registrant's  Post-Effective
Amendment No. 27, 3/2/94, and incorporated herein by reference.

(ii)     Form of Dealer Agreement of  OppenheimerFunds  Distributor,  Inc.:  Previously  filed with  Post-Effective
Amendment No. 45 to the Registration  Statement of Oppenheimer High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

(iii)    Form of Broker Agreement of  OppenheimerFunds  Distributor,  Inc.:  Previously  filed with  Post-Effective
Amendment No. 45 to the Registration  Statement of Oppenheimer High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

(iv)     Form of Agency Agreement of  OppenheimerFunds  Distributor,  Inc.:  Previously  filed with  Post-Effective
Amendment No. 45 to the Registration  Statement of Oppenheimer High Yield Fund (Reg. No.  2-62076),  10/26/01,  and
incorporated herein by reference.

(v)      Form of Trust Company Fund/SERV  Purchase  Agreement of  OppenheimerFunds  Distributor,  Inc.:  Previously
filed with Post-Effective  Amendment No. 45 to the Registration  Statement of Oppenheimer High Yield Fund (Reg. No.
2-62076), 10/26/01, and incorporated herein by reference.

(vi)     Form of Trust Company  Agency  Agreement of  OppenheimerFunds  Distributor,  Inc.:  Previously  filed with
Post-Effective  Amendment No. 45 to the  Registration  Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/26/01, and incorporated herein by reference.


(f)      (i)  Amended  and  Restated  Retirement  Plan for  Non-Interested  Trustees  or  Directors  dated  8/9/01:
Previously filed with Post-Effective  Amendment No. 34 to the Registration  Statement of Oppenheimer Gold & Special
Minerals Fund (Reg. No. . 2-82590), 10/25/01, and incorporated herein by reference.


         (ii) Form of Deferred  Compensation Plan for Disinterested  Trustees/Directors:  Filed with Post-Effective
Amendment No. 26 to the  Registration  Statements of Oppenheimer  Gold & Special  Minerals Fund (Reg. No. 2-82590),
10/28/98, and incorporated herein by reference.


(g)      (i) Global Custody Agreement dated August 16, 2002 between Registrant and JP Morgan Chase Bank:
Previously filed with Post-Effective Amendment No. 10 to the Registration Statement of Oppenheimer International
Bond Fund (Reg. No. 33-58383), 11/21/02, and incorporated herein by reference.

         (ii) Amendment dated October 2, 2003 to the Global Custody Agreement dated August 16, 2002: Previously
filed with Pre-Effective Amendment No. 1 to the Registration Statement of Oppenheimer Principal Protected Trust
II (Reg. 333-108093), 11/6/03, and incorporated herein by reference.


(h)      Not applicable.

(i)      Opinion  and  Consent  of  Counsel  dated  5/1/87:  Previously  filed  with  Registrant's   Post-Effective
Amendment No. 11, 5/1/87,  refiled with  Registrant's  Post-Effective  Amendment No. 31, 4/28/95,  pursuant to Item
102 of Regulation S-T and incorporated herein by reference.

(j)      Independent Auditors Consent: Filed herewith.

(k)      Not applicable.


(l)      Investment Letter from  OppenheimerFunds,  Inc. to Registrant dated January 3, 1983: Previously filed with
Registrant's Post-Effective Amendment No. 39, 10/29/98, and incorporated herein by reference.

(m)      (i) Amended and  Restated  Service  Plan and  Agreement  for Class A shares  dated April 15,  2004:  Filed
herewith.


         (ii) Amended and Restated  Distribution  and Service Plan and Agreement for Class B shares dated  2/12/98:
Previously  filed  with  Registrant's  Post-Effective  Amendment  No.  39,  10/29/98,  and  incorporated  herein by
reference.


         (iii)  Distribution  and Service  Plan and  Agreement  for Class C shares dated  February 18, 2004:  Filed
herewith.


         (iv)  Distribution  and Service Plan and Agreement  for Class N shares dated  10/12/00:  Previously  filed
with Registrant's Post-Effective Amendment No. 45, 10/28/02, and incorporated herein by reference.


(n)      Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through  9/15/04:  Previously  filed with
Post-Effective Amendment No. 24 to the Registration Statement of Oppenheimer Cash Reserves (Reg. No. 33-23223),
9/27/04, and incorporated herein by reference.

(o)      Powers of Attorney for all Trustees and Principal Officers: Filed herewith.


(p)      Amended and Restated Code of Ethics of the Oppenheimer Funds dated May 15, 2002 under Rule 17j-1 of the
Investment Company Act of 1940: Previously filed with Post-Effective Amendment No. 29 to the Registration
Statement of Oppenheimer Discovery Fund (Reg. No. 33-371), 11/21/02, and incorporated herein by reference.

Item 24.  Persons Controlled by or Under Common Control with the Fund

None.

Item 25. - Indemnification

Reference is made to the  provisions of Article Seven of  Registrant's  Amended and Restated  Declaration  of Trust
filed as Exhibit 23(a) to this Registration Statement, and incorporated herein by reference.

Insofar as indemnification  for liabilities  arising under the Securities Act of 1933 may be permitted to trustees,
officers and controlling  persons of Registrant pursuant to the foregoing  provisions or otherwise,  Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such  indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities  (other than the payment by Registrant of expenses  incurred or paid by a
trustee,  officer or controlling person of Registrant in the successful defense of any action,  suit or proceeding)
is asserted by such trustee,  officer or controlling person,  Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling  precedent,  submit to a court of appropriate  jurisdiction the question
whether such  indemnification  by it is against  public policy as expressed in the  Securities Act of 1933 and will
be governed by the final adjudication of such issue.

Item 26. - Business and Other Connections of the Investment Adviser

(a)      OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and certain subsidiaries and
affiliates act in the same capacity to other investment companies, including without limitation those described
in Parts A and B hereof and listed in Item 26(b) below.


 (b)     There is set forth below information as to any other business, profession, vocation or employment of a
substantial nature in which each officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer,
employee, partner or trustee.


- --------------------------------------------- ------------------------------------------------------------------------
Name    and    Current     Position     with
OppenheimerFunds, Inc.                        Other Business and Connections During the Past Two Years
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Lizbeth Aaron-DiGiovanni                      Formerly  Vice   President   (April  2000)  and  First  Vice  President
Vice President                                (February 2003-July 2004) of Citigroup Global Markets Inc.

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

Timothy L. Abbuhl,                            None
Vice President

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

Robert Agan,                                  Vice  President  of  OppenheimerFunds  Distributor,  Inc.,  Shareholder
Vice President                                Financial Services, Inc., OFI Private Investments,  Inc. and Centennial
                                              Asset  Management  Corporation;  Senior Vice President of  Shareholders
                                              Services, Inc.

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

Michael Amato,                                None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Erik Anderson,                                None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Tracey Beck Apostolopoulos,                   Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President

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

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Hany S. Ayad,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Robert Baker,                                 None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
John Michael Banta,                           None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Joanne Bardell,                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Kevin Baum,                                   None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jeff Baumgartner,                             None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Connie Bechtolt,                              None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Lalit K. Behal                                Assistant Secretary of HarbourView Asset Management Corporation.
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Kathleen Beichert,                            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Gerald Bellamy,                               Assistant Vice President of OFI Institutional Asset Management, Inc.
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Erik S. Berg,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Rajeev Bhaman,                                None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Craig Billings,                               None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Mark Binning,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Robert J. Bishop,                             Treasurer (since October 2003) of  OppenheimerFunds  Distributor,  Inc.
Vice President                                and Centennial Asset Management Corporation.

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
John R. Blomfield,                            None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Lisa I. Bloomberg,                            Formerly  First Vice  President  and Associate  General  Counsel of UBS
Vice President & Associate Counsel            Financial Services Inc. (May 1999-May 2004).

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

Veronika Boesch,                              Formerly  (until  February  2004) an  independent  consultant/coach  in
Assistant Vice President                      organizational development.

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

Chad Boll,                                    None
Vice President

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

Antulio N. Bomfim,                            A senior  economist with the Federal  Reserve Board (June  1992-October
Vice President                                2003).

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

John C. Bonnell,                              Vice President of Centennial Asset Management  Corporation.  Formerly a
Vice President                                Portfolio Manager at Strong Financial Corporation (May 1999-May 2004).

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

Michelle Borre Massick,                       None
Vice President

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

John Boydell,                                 None
Assistant Vice President

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

Michael Bromberg,                             None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Lowell Scott Brooks,                          Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Joan Brunelle,                                None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Richard Buckmaster,                           None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Paul Burke,                                   None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Mark Burns,                                   None
Assistant Vice President

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

Jeoffrey Caan,                                Formerly Vice President of ABN AMRO NA, Inc. (June 2002-August 2003).
Vice President

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

Catherine Carroll,                            None
Assistant Vice President

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

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Debra Casey,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Lisa Chaffee,                                 None
Assistant Vice President

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

Charles Chibnik,                              None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Brett Clark,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
H.C. Digby Clements,                          None
Vice President: Rochester Division
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Peter V. Cocuzza,                             None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Susan Cornwell,                               Vice President of Centennial Asset Management Corporation,  Shareholder
Vice President                                Financial Services,  Inc. and OppenheimerFunds  Legacy Program;  Senior
                                              Vice President of Shareholder Services, Inc.

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Scott Cottier,                                None
Vice President: Rochester Division
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Laura Coulston,                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Julie C. Cusker,                              None
Assistant Vice President:
Rochester Division
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
George Curry,                                 None.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

John Damian,                                  None
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
John M. Davis,                                Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Craig P. Dinsell,                             None
Executive Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Randall C. Dishmon,                           None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Rebecca K. Dolan                              None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Steven D. Dombrower,                          Senior Vice President of OFI Private Investments,  Inc.; Vice President
Vice President                                of OppenheimerFunds Distributor, Inc.

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Thomas Doyle,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Bruce C. Dunbar,                              None
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Brian Dvorak,                                 None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Richard Edmiston,                             None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Daniel R. Engstrom,                           None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

James Robert Erven                            None
Assistant Vice President

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

George R. Evans,                              None
Senior Vice President and Director of
International Equities

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Edward N. Everett,                            None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Kathy Faber,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

David Falicia,                                Assistant  Secretary (as of July 2004) of HarbourView  Asset Management
Assistant Vice President                      Corporation.

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Scott T. Farrar,                              Vice President of OFI Private Investments, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Thomas Farrell,                               None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Emmanuel Ferreira,                            Formerly  a  portfolio   manager   with   Lashire   Investments   (July
Vice President                                1999-December 2002).
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Ronald H. Fielding,                           Vice President of OppenheimerFunds  Distributor,  Inc.; Director of ICI
Senior Vice President;                        Mutual Insurance Company;  Governor of St. John's College;  Chairman of
Chairman of the Rochester Division            the  Board of  Directors  of  International  Museum of  Photography  at

                                              George Eastman House.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Bradley G. Finkle,                            Formerly  Head  of  Business  Management/Proprietary   Distribution  at
Vice President                                Citigroup Asset Management (August 1986-September 2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Brian Finley,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
John E. Forrest,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Jordan Hayes Foster,                          Vice President of OFI Institutional Asset Management, Inc.
Vice President

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

David Foxhoven,                               Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Colleen M. Franca,                            None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Dominic Freud,                                Formerly,  a Partner  and  European  Equity  Portfolio  manager  at SLS
Vice President                                Management (January 2002-February 2003).

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

Dan Gagliardo,                                None
Assistant Vice President

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Hazem Gamal,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Dan P. Gangemi,                               None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Seth Gelman,                                  Formerly an  Associate  in the Asset  Management  Legal  Department  at
Vice President                                Goldman Sachs & Co. (February 2003-August 2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Subrata Ghose,                                None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Charles W. Gilbert,                           None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Phillip S. Gillespie,                         Formerly  First Vice President of Merrill Lynch  Investment  Management
Senior Vice President & Deputy General        (2001 to September 2004).
Counsel

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Alan C. Gilston,                              None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jill E. Glazerman,                            None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Bejamin J. Gord,                              Vice President of HarbourView  Asset Management  Corporation and of OFI
Vice President                                Institutional Asset Management, Inc..

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Laura Granger,                                None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Robert B. Grill,                              None
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Robert Gwynn,                                 None
Vice President: Rochester Division

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Robert Haley,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Marilyn Hall,                                 None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Kelly Haney,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Steve Hauenstein,                             None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Thomas B. Hayes,                              None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Dennis Hess,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Joseph Higgins,                               Vice President of OFI Institutional Asset Management, Inc.
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Dorothy F. Hirshman,                          None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Daniel Hoelscher,                             None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Edward Hrybenko,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Scott T. Huebl,                               Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Margaret Hui,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

John Huttlin,                                 Senior Vice President  (Director of the International  Division) (since
Vice President                                January 2004) of OFI  Institutional  Asset Management,  Inc.;  Director
                                              (since June 2003) of OppenheimerFunds (Asia) Limited

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

Corry E. Hyer,                                None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
James G. Hyland,                              None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Steve P. Ilnitzki,                            Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President

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

Kelly Bridget Ireland,                        Vice  President  (since January 2004) of  OppenheimerFunds  Distributor
Vice President                                Inc.   Formerly,   Director  of  INVESCO   Distributors   Inc.   (April
                                              2000-December 2003).

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

Kathleen T. Ives,                             Vice   President   and   Assistant    Secretary   of   OppenheimerFunds
Vice President, Senior Counsel and            Distributor,  Inc. and Shareholder Services,  Inc.; Assistant Secretary
Assistant Secretary                           of Centennial Asset  Management  Corporation,  OppenheimerFunds  Legacy
                                              Program and Shareholder Financial Services, Inc.

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

William Jaume,                                Senior Vice President of HarbourView  Asset Management  Corporation and
Vice President                                OFI  Institutional  Asset  Management,  Inc.;  Director  of  OFI  Trust
                                              Company.

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Frank V. Jennings,                            None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
John Jennings,                                None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

John Michael Johnson,                         None
Assistant Vice President

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

Charles Kandilis,                             None
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jennifer E. Kane,                             None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Lynn O. Keeshan,                              Assistant Treasurer of OppenheimerFunds Legacy Program
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Thomas W. Keffer,                             None
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Cristina J. Keller,                           Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Michael Keogh,                                Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Martin S. Korn,                               Formerly  a  Senior  Vice  President  at Bank of  America  (Wealth  and
Senior Vice President                         Investment Management Technology Group) (March 2002-August 2004).

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
James Kourkoulakos,                           None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Brian Kramer,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Paul Kunz,                                    None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Lisa Lamentino,                               None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

John W. Land,                                 Formerly Human  Resources  Manager at Goldman Sachs (October  2000-July
Assistant Vice President                      2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Tracey Lange,                                 Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

John Latino,                                  None
Assistant Vice President

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

Kristina Lawrence,                            Formerly Assistant Vice President of  OppenheimerFunds,  Inc. (November
Vice President                                2002-March 2004).

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

Guy E. Leaf,                                  None
Vice President

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

Gayle Leavitt,                                None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Christopher M. Leavy,                         None
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Dina C. Lee,                                  Formerly (until December 2003) Assistant  Secretary of OppenheimerFunds
Assistant Vice President & Assistant Counsel  Legacy Program.

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

Randy Legg,                                   Formerly an associate with Dechert LLP (September 1998-January 2004).
Assistant Vice President & Assistant Counsel

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Laura Leitzinger,                             Senior Vice President of Shareholder Services,  Inc.; Vice President of
Vice President                                Shareholder Financial Services, Inc.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Justin Leverenz,                              Formerly, a  research/technology  analyst at Goldman Sachs, Taiwan (May
Vice President                                2002-May 2004)

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Michael S. Levine,                            None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Gang Li,                                      None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Shanquan Li,                                  None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Daniel Lifshey,                               Formerly a Marketing Manager at PIMCO Advisors (January  2002-September
Assistant Vice President                      2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Mitchell J. Lindauer,                         None
Vice President & Assistant General Counsel
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Bill Linden,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Malissa B. Lischin,                           Assistant Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
David P. Lolli,                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Daniel G. Loughran                            None
Vice President: Rochester Division
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Patricia Lovett,                              Vice President of Shareholder Financial Services,  Inc. and Senior Vice
Vice President                                President of Shareholder Services, Inc.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Dongyan Ma,                                   Formerly  an  Assistant  Vice  President  with  Standish  Mellon  Asset
Assistant Vice President                      Management (October 2001-October 2003).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Steve Macchia,                                None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Mark H. Madden,                               Formerly  Senior  Vice  President  and Senior  Portfolio  Manager  with
Vice President                                Pioneer Investments, Inc. (July 1990-July 2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Michael Magee,                                None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Kathleen Mandzij,                             Formerly  Marketing  Manager - Sales Force Marketing  (March  2003-June
Assistant Vice President                      2004) of OppenheimerFunds, Inc.

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

Jerry Mandzij,                                None
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Angelo G. Manioudakis                         Senior Vice President of HarbourView  Asset Management  Corporation and
Senior Vice President                         of  OFI  Institutional   Asset  Management,   Inc.  Formerly  Executive
                                              Director  and  portfolio  manager  for Miller,  Anderson & Sherrerd,  a
                                              division of Morgan Stanley  Investment  Management  (August  1993-April
                                              2002).
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
LuAnn Mascia,                                 Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Susan Mattisinko,                             Assistant  Secretary  of  HarbourView  Asset  Management   Corporation,
Vice President & Associate Counsel            OppenheimerFunds Legacy Program, OFI Private Investments,  Inc. and OFI
                                              Institutional  Asset  Management,  Inc. Formerly an Associate at Sidley
                                              Austin Brown and Wood LLP (1995 - October 2003).

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

Elizabeth McCormack,                          Vice President and Assistant  Secretary of HarbourView Asset Management
Vice President                                Corporation.

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Joseph McGovern,                              None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Charles L. McKenzie,                          Chairman  of the  Board  and  Director  of  OFI  Trust  Company;  Chief
Senior Vice President                         Executive Officer,  President, Senior Managing Director and Director of
                                              HarbourView Asset Management  Corporation and OFI  Institutional  Asset
                                              Management,   Inc.;   President,   Chairman  and  Director  of  Trinity
                                              Investment Management Corporation

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

Lucienne Mercogliano,                         None
Assistant Vice President

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

Wayne Miao,                                   Formerly an Associate  with Sidley  Austin Brown & Wood LLP  (September
Assistant Vice President and                  1999 - May 2004).
Assistant Counsel

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Andrew J. Mika,                               None
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Nikolaos D. Monoyios,                         None
Senior Vice President

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

Charles Moon,                                 Vice President of HarbourView  Asset Management  Corporation and of OFI
Vice President                                Institutional Asset Management, Inc.

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

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

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

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

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

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Thomas J. Murray,                             None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Kenneth Nadler,                               None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Christina Nasta,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Jesper Nergaard,                              None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Richard Nichols,                              None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
William Norman,                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Matthew O'Donnell,                            None
Assistant Vice President

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

John O'Hare,                                  Formerly  Executive Vice  President and Portfolio  Manager (June 2000 -
Vice President                                August 2003) at Geneva Capital Management, Ltd.

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

Lerae A. Palumbo,                             None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
David P. Pellegrino,                          None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Allison C. Pells,                             None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Robert H. Pemble,                             None
Assistant Vice President

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

Lori L. Penna,                                Formerly  an  RFP  Manager/Associate  at  JPMorgan  Chase  & Co.  (June
Assistant Vice President                      2001-September 2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Brian Petersen,                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Marmeline Petion-Midy,                        Formerly  a  Senior   Financial   Analyst  with  General   Motors,   NY
Assistant Vice President                      Treasurer's Office (July 2000-Augut 2004).

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

David Pfeffer,                                Senior Vice  President  of  HarbourView  Asset  Management  Corporation
Senior Vice President and Chief Financial     since February 2004. Formerly,  Director and Chief Financial Officer at
Officer                                       Citigroup Asset Management (February 2000-February 2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
James F. Phillips,                            None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Scott Phillips,                               Formerly Vice President at Merrill Lynch  Investment  Management  (June
Vice President                                2000-July 2004).

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

Gary Pilc,                                    None
Assistant Vice President

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

Jason Pizzorusso,                             Formerly  a  Vice  President,   Research  and  Development  at  Crucial
Assistant Vice President                      Security Inc. (August  2000-May 2002;  part-time while attending school
                                              until 2003).

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

David Poiesz,                                 Formerly a Senior Portfolio  Manager at Merrill Lynch (October 2002-May
Senior Vice President, Head of Growth         2004).  Founding  partner of  RiverRock,  a hedge fund  product  (April
Equity Investments                            1999-July 2001).

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

Jeffrey Portnoy,                              None
Assistant Vice President

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

Raghaw Prasad,                                None
Assistant Vice President

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

David Preuss,                                 None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jane C. Putnam,                               None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Michael E. Quinn,                             None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Julie S. Radtke,                              None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Norma J. Rapini,                              None
Assistant Vice President:
Rochester Division
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Brian N. Reid,                                None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Marc Reinganum,                               Formerly  (until  August  2002)  Vaughn  Rauscher  Chair  in  Financial
Vice President                                Investments  and  Director,  Finance  Institute  of Southern  Methodist
                                              University, Texas.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jill Reiter,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Kristina Richardson,                          None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Claire Ring,                                  None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
David Robertson,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Antoinette Rodriguez,                         None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Stacey Roode,                                 None
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jeffrey S. Rosen,                             None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Stacy Roth,                                   None
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
James H. Ruff,                                President  and  Director  of  OppenheimerFunds  Distributor,  Inc.  and
Executive Vice President                      Centennial  Asset Management  Corporation;  Executive Vice President of
                                              OFI Private Investments, Inc.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Andrew Ruotolo,                               Vice  Chairman,  Treasurer,  Chief  Financial  Officer  and  Management
Executive Vice President and Director         Director of Oppenheimer  Acquisition  Corp.;  President and Director of

                                              Shareholder Services,  Inc. and Shareholder  Financial Services,  Inc.;
                                              Director of Trinity Investment  Management  Corporation and Director of
                                              OFI Trust Company.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Kim Russomanno,                               None
Assistant Vice President

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

Timothy Ryan,                                 Formerly  a  research  analyst  in the large  equities  group at Credit
Vice President                                Suisse Asset Management (August 2001-June 2004)

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

Rohit Sah,                                    None
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Valerie Sanders,                              None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Karen Sandler,                                None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Rudi W. Schadt,                               None
Vice President

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Ellen P. Schoenfeld,                          None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Maria Schulte,                                None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Scott A. Schwegel,                            None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Allan P. Sedmak                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Jennifer L. Sexton,                           Senior Vice President of OFI Private Investments, Inc.
Vice President

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

Navin Sharma,                                 None
Vice President

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

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

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Bonnie Sherman,                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
David C. Sitgreaves,                          None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Edward James Sivigny                          None
Assistant Vice President

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

Enrique H. Smith,                             None
Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Louis Sortino,                                None
Assistant Vice President:
Rochester Division
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Keith J. Spencer,                             None
Senior Vice President

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

Marco Antonio Spinar,                         None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Richard A. Stein,                             None
Vice President: Rochester Division
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Arthur P. Steinmetz,                          Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jennifer Stevens,                             None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Gregory J. Stitt,                             None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
John P. Stoma,                                Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Michael Stricker,                             Vice President of Shareholder Services, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Deborah A. Sullivan,                          Secretary of OFI Trust Company.
Assistant Vice President & Assistant Counsel

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Mary Sullivan,                                None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Michael Sussman,                              Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Susan B. Switzer,                             None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Brian C. Szilagyi,                            Manager of Compliance  at Berger  Financial  Group LLC (May  2001-March
Assistant Vice President                      2003);  Director of Financial  Reporting  and  Compliance at First Data
                                              Corporation (April 2003-June 2004).

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Martin Telles,                                Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Paul Temple,                                  None
Vice President

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

Jeaneen Terrio,                               None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Vincent Toner,                                None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Eamon Tubridy,                                None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Keith Tucker,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Cameron Ullyat,                               None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Angela Uttaro,                                None
Assistant Vice President:
Rochester Division

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

Mark S. Vandehey,                             Vice President of OppenheimerFunds Distributor,  Inc., Centennial Asset
Senior Vice President and Chief Compliance    Management  Corporation and Shareholder Services,  Inc. Formerly (until
Officer                                       March 2004) Vice President of OppenheimerFunds, Inc.

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Maureen Van Norstrand,                        None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Rene Vecka,                                   Formerly  Vice  President  of  Shareholder  Services,  Inc.  (September
Assistant Vice President,                     2000-July 2003).
Rochester Division

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

Vincent Vermette,                             Vice President of OppenheimerFunds Distributor, Inc.
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Phillip F. Vottiero,                          None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Lisa Walsh,                                   None
Assistant Vice President

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

Patricia Walters,                             None
Assistant Vice President

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Teresa M. Ward,                               Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Jerry A. Webman,                              Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Christopher D. Weiler,                        None
Vice President: Rochester Division

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

Adam Weiner,                                  Formerly a Vice  President at AIG Trading  (March  2003-May 2004) prior
Assistant Vice President                      to  which  he  was  a  Managing   Director  at  ING  Barings  (December
                                              1999-February 203).

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

Barry D. Weiss,                               Vice  President of  HarbourView  Asset  Management  Corporation  and of
Vice President                                Centennial Asset Management Corporation.

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

Melissa Lynn Weiss,                           None
Vice President & Associate Counsel

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Christine Wells,                              None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Joseph J. Welsh,                              Vice President of HarbourView Asset Management Corporation.
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Diederick Wermolder,                          Director of  OppenheimerFunds  International Ltd. and  OppenheimerFunds
Senior Vice President                         plc;  Senior Vice  President  (Managing  Director of the  International
                                              Division) of OFI  Institutional  Asset  Management,  Inc.;  Director of
                                              OppenheimerFunds (Asia) Limited.

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

Catherine M. White,                           Assistant Vice President of OppenheimerFunds Distributor,  Inc.; member
Assistant Vice President                      of the American Society of Pension Actuaries (ASPA) since 1995.

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

Annabel Whiting,                              None
Assistant Vice President

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

William L. Wilby,                             None
Senior Vice President and Senior Investment
Officer, Director of Equities

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Donna M. Winn,                                President,   Chief  Executive  Officer  and  Director  of  OFI  Private
Senior Vice President                         Investments,  Inc.; Director and President of  OppenheimerFunds  Legacy
                                              Program; Senior Vice President of OppenheimerFunds Distributor, Inc.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Philip Witkower,                              Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Brian W. Wixted,                              Treasurer    of    HarbourView     Asset    Management     Corporation;
Senior Vice President and                     OppenheimerFunds  International Ltd., Oppenheimer Partnership Holdings,
Treasurer                                     Inc.,  Oppenheimer Real Asset Management,  Inc.,  Shareholder Services,

                                              Inc.,  Shareholder  Financial Services,  Inc., OFI Private Investments,
                                              Inc., OFI Institutional Asset Management,  Inc.,  OppenheimerFunds  plc
                                              and  OppenheimerFunds  Legacy  Program;  Treasurer and Chief  Financial
                                              Officer  of OFI  Trust  Company;  Assistant  Treasurer  of  Oppenheimer
                                              Acquisition Corp.

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

Carol E. Wolf,                                Senior Vice President of HarbourView  Asset Management  Corporation and
Senior Vice President                         of Centennial Asset Management Corporation;  serves on the Board of the

                                              Colorado Ballet.
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Kurt Wolfgruber,                              Director  of  Tremont  Capital  Management,   Inc.,  HarbourView  Asset
Executive Vice President, Chief Investment    Management  Corporation and OFI Institutional  Asset  Management,  Inc.
Officer and Director                          (since June 2003)

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Caleb C. Wong,                                None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Edward C. Yoensky,                            None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Jill Zachman,                                 Vice President of OppenheimerFunds Distributor, Inc.
Vice President: Rochester Division

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Lucy Zachman,                                 None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------

Robert G. Zack                                General  Counsel and Director of  OppenheimerFunds  Distributor,  Inc.;
Executive Vice President and                  General  Counsel of Centennial  Asset  Management  Corporation;  Senior
General Counsel                               Vice  President and General  Counsel of  HarbourView  Asset  Management
                                              Corporation and OFI Institutional  Asset Management,  Inc.; Senior Vice
                                              President,  General  Counsel  and  Director  of  Shareholder  Financial
                                              Services,  Inc.,  Shareholder Services,  Inc., OFI Private Investments,
                                              Inc. and OFI Trust Company;  Vice President and Director of Oppenheimer
                                              Partnership  Holdings,   Inc.;  Director  and  Assistant  Secretary  of
                                              OppenheimerFunds  plc;  Secretary  and General  Counsel of  Oppenheimer
                                              Acquisition    Corp.;    Director    and    Assistant    Secretary   of
                                              OppenheimerFunds  International  Ltd.;  Director  of  Oppenheimer  Real
                                              Asset  Management,  Inc. and  OppenheimerFunds  (Asia)  Limited);  Vice
                                              President of OppenheimerFunds Legacy Program.

- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Neal A. Zamore,                               None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Mark D. Zavanelli,                            None
Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Alex Zhou,                                    None
Assistant Vice President
- --------------------------------------------- ------------------------------------------------------------------------
- --------------------------------------------- ------------------------------------------------------------------------
Arthur J. Zimmer,                             Senior  Vice  President   (since  April  1999)  of  HarbourView   Asset
Senior Vice President                         Management Corporation.
- --------------------------------------------- ------------------------------------------------------------------------

The Oppenheimer Funds include the following:

Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust

Limited Term New York Municipal Fund (Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.

Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer International Large-
    Cap Core Trust)
Oppenheimer International Small Company Fund

Oppenheimer International Value Fund (a series of Oppenheimer International Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.

Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer Principal
     Protected Trust)

Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
     Principal Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
     Principal Protected Trust III)

Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):

     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund

Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Aggressive Growth Fund/VA
     Oppenheimer Balanced Fund/VA

     Oppenheimer Bond Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services,
Inc., OppenheimerFunds Services, Centennial Asset Management Corporation, Centennial Capital Corp., Oppenheimer
Real Asset Management, Inc. and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Centennial, Colorado
80112-3924.


The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management
Corporation, Oppenheimer Partnership Holdings, Inc., Oppenheimer Acquisition Corp., OFI Private Investments,
Inc., OFI Institutional Asset Management, Inc. and Oppenheimer Trust Company is 2 World Financial Center, 225
Liberty Street, 11th Floor, New York, New York 10281-1008.


The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower Abbey Street, Dublin 1,
Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania
16823.

Item 27. Principal Underwriter


(a)      OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's shares. It is also the
Distributor of each of the other registered open-end investment companies for which OppenheimerFunds, Inc. is the
investment adviser, as described in Part A and Part B of this Registration Statement and listed in Item 26(b)
above (except Oppenheimer Multi-Sector Income Trust and Panorama Series Fund, Inc.) and for MassMutual
Institutional Funds.


(b)      The directors and officers of the Registrant's principal underwriter are:

- ----------------------------------------------- ------------------------------------ ---------------------------------
Name & Principal                                Position & Office                    Position and Office
Business Address                                with Underwriter                     with Registrant
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Timothy Abbhul(1)                               Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Robert Agan(1)                                  Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Janette Aprilante(2)                            Secretary                            None

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
James Barker                                    Vice President                       None
2901B N. Lakewood Avenue
Chicago, IL 60657
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Kathleen Beichert(1)                            Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Robert J. Bishop(1)                             Treasurer                            None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Douglas S. Blankenship                          Vice President                       None
17011 Wood Bark Road
Springs, TX 77379
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Tracey Blinzler(1)                              Assistant Vice President             None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
David A Borrelli                                Vice President                       None
105 Black Calla Ct.
San Ramon, CA 94583
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Michelle Brennan(2)                             Assistant Vice President             None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
L. Scott Brooks(2)                              Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Kevin E. Brosmith                               Senior Vice President                None
5 Deer Path
South Natlick, MA 01760
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Jeffrey W. Bryan                                Vice President                       None
1048 Malaga Avenue
Coral Gables, FL 33134
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Patrick Campbell(1)                             Assistant Vice President             None

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

Andrew Chonofsky                                Vice President                       None
300 West Fifth Street, Apt. 118
Charlotte, NC 28202

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

Melissa Clayton(2)                              Assistant Vice President             None

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

Julian C. Curry(2)                              Vice President                       None

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Jeffrey D. Damia(2)                             Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John Davis(2)                                   Assistant Vice President             None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Stephen J. Demetrovits(2)                       Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Kristi Diehl(1)                                 Assistant Vice President             None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Joseph A. DiMauro                               Vice President                       None
522 Lakeland Avenue
Grosse Pointe, MI 48230
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Steven Dombrower(2)                             Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
George P. Dougherty                             Vice President                       None
328 Regency Drive
North Wales, PA 19454
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Cliff H. Dunteman                               Vice President                       None
N 53 27761 Bantry Road
Sussex, WI 53089-45533
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John Eiler(2)                                   Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Kent M. Elwell                                  Vice President                       None
35 Crown Terrace
Yardley, PA 19067
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Gregg A. Everett                                Vice President                       None
4328 Auston Way
Palm Harbor, FL 34685-4017
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
George R. Fahey                                 Senior Vice President                None
2 Pheasant Drive
Ringoes, NJ 08551
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Eric C. Fallon                                  Vice President                       None
10 Worth Circle
Newton, MA 02458
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Joseph Fernandez                                Vice President                       None
1717 Richbourg Park Drive
Brentwood, TN 37027

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Mark J. Ferro(2)                                Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Ronald H. Fielding(3)                           Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Eric Fishel                                     Vice President                       None
3A Lawnwood Place, Apt. 1
Charlestown, MA 02129

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Patrick W. Flynn (1)                            Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John E. Forrest(2)                              Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John ("J) Fortuna(2)                            Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Lucio Giliberti                                 Vice President                       None
6 Cyndi Court
Flemington, NJ 08822
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Raquel Granahan(2)                              Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Ralph Grant                                     Senior Vice President                None
10 Boathouse Close
Mt. Pleasant, SC 29464
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Michael D. Guman                                Vice President                       None
3913 Pleasant Avenue
Allentown, PA 18103
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

James E. Gunther(2)                             Vice President                       None

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

Kevin Healy(2)                                  Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Clifford W. Heidinger                           Vice President                       None
111 Ipswich Road
Boxford, MA 01921
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Phillipe D. Hemery                              Vice President                       None
5 Duck Pond Lane
Ramsey, NJ 07446
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Kevin Hennessey                                 Vice President                       None
10206 Emerald Woods Avenue
Orlando, FL 32836

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

Elyse R. Jurman Herman                          Vice President                       None
5486 NW 42 Avenue
Boca Raton, FL 33496

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Wendy G. Hetson                                 Vice President                       None
4 Craig Street
Jericho, NY 11753
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
William E. Hortz(2)                             Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Edward Hrybenko(2)                              Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Andrew Humble                                   Vice President                       None
419 Phillips Avenue
len Ellyn, IL 60137

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Brian F. Husch(2)                               Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Stephen Ilnitzki(2)                             Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Kathleen T. Ives(1)                             Vice President & Assistant           Assistant Secretary
                                                Secretary
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Nivan Jaleeli                                   Vice President                       None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Eric K. Johnson(1)                              Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Mark D. Johnson                                 Vice President                       None
15792 Scenic Green Court
Chesterfield, MO 63017
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Christina J. Keller(2)                          Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Michael Keogh(2)                                Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Lisa Klassen(1)                                 Assistant Vice President             None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Richard Klein                                   Senior Vice President                None
4820 Fremont Avenue So.
Minneapolis, MN 55409
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Richard Knott(1)                                Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Dean Kopperud(2)                                Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Brent A. Krantz                                 Senior Vice President                None
61500 Tam McArthurLoop
Bend, OR 97702

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
David T. Kuzia                                  Vice President                       None
19102 Miranda Circle
Omaha, NE 68130
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Tracey Lange(2)                                 Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Paul R. LeMire(2)                               Vice President                       None

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

Eric J. Liberman(2)                             Vice President                       None

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Malissa Lischin(2)                              Assistant Vice President             None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
James V. Loehle                                 Vice President                       None
30 Wesley Hill Lane
Warwick, NY 10990
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Thomas Loncar(1)                                Vice President                       None

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

Montana W. Low                                  Vice President                       None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614

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

Craig Lyman                                     Vice President                       None
3930 Swenson St. #502
Las Vegas, NV 89119

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John J. Lynch                                   Vice President                       None
6325 Bryan Parkway
Dallas, TX 75214
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Michael Malik                                   Vice President                       None
126 Bernard Street
San Francisco, CA 94109

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

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Steven C. Manns                                 Vice President                       None
1627 N. Hermitage Avenue
Chicago, IL 60622
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Todd A. Marion                                  Vice President                       None
24 Midland Avenue
Cold Spring Harbor, NY 11724
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
LuAnn Mascia(2)                                 Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Sandie Massaro(2)                               Assistant Vice President             None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Theresa-Marie Maynier                           Vice President                       None
2421 Charlotte Drive
Charlotte, NC 28203
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Anthony P. Mazzariello                          Vice President                       None
8 Fairway Road
Sewickley, PA 15143
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John C. McDonough                               Vice President                       None
3812 Leland Street
Chevy Chase, MD 20815
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Kent C. McGowan                                 Vice President                       None
9510 190th Place SW

Edmonds, WA 98020
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Craig Meister                                   Vice President                       None
1880 Hemlock Cricle
Abinston, PA 19001

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Daniel Melehan                                  Vice President                       None
906 Bridgeport Court
San Marcos, CA 92069
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Mark Mezzanotte                                 Vice President                       None
16 Cullen Way
Exeter, NH 03833
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Clint Modler(1)                                 Vice President                       None

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

David W. Mountford(2)                           Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Robert Moser(1)                                 Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John V. Murphy(2)                               Director                             President & Trustee
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Wendy Jean Murray                               Vice President                       None
32 Carolin Road
Upper Montclair, NJ 07043
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Christina Nasta(2)                              Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Kevin P. Neznek(2)                              Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Bradford Norford                                Vice President                       None
4607 Timberglen Rd.
Dallas, TX 75287

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

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Alan Panzer                                     Vice President                       None
6755 Ridge Mill Lane
Atlanta, GA 30328
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Brian C. Perkes                                 Vice President                       None
6 Lawton Ct.

Frisco, TX 75034
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Charles K. Pettit                               Vice President                       None
22 Fall Meadow Drive
Pittsford, NY 14534
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Elaine Puleo-Carter(2)                          Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Minnie Ra                                       Vice President                       None
100 Dolores Street, #203
Carmel, CA 93923
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Dusting Raring                                  Vice President                       None
27 Blakemore Drive
Ladera Ranch, CA 92797
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Michael A. Raso                                 Vice President                       None
3 Vine Place
Larchmont, NY 10538
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Richard Rath                                    Vice President                       None
46 Mt. Vernon Ave.
Alexandria, VA 22301

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Douglas Rentschler                              Vice President                       None
677 Middlesex Road
Grosse Pointe Park, MI 48230
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Ruxandra Risko(2)                               Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
David R. Robertson(2)                           Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Ian M. Roche                                    Vice President                       None
7070 Bramshill Circle
Bainbridge, OH 44023

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Kenneth A. Rosenson                             Vice President                       None
24753 Vantage Pt. Terrace
Malibu, CA 90265
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
James H. Ruff(2)                                President & Director                 None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Matthew Rutig                                   Vice President                       None
199 North Street
Ridgefield, CT 06877

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
William R. Rylander                             Vice President                       None
85 Evergreen Road
Vernon, CT 06066
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Sabow                                    Vice President                       None
6617 Southcrest Drive
Edina, MN 55435
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John Saunders                                   Vice President                       None
911 North Orange Avenue #401
Orlando, FL 32801
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Jill Schmitt(2)                                 Vice President                       None

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Schmitt(2)                               Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

William Schories(2)                             Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Eric Sharp                                      Vice President                       None
862 McNeill Circle
Woodland, CA 95695
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Debbie A. Simon                                 Vice President                       None
1 W. Superior Street, Apt. 4101
Chicago, IL 60610
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Douglas Bruce Smith                             Vice President                       None
8927 35th Street W.
University Place, WA 98466
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

John Spensley(2)                                Vice President                       None

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

Bryan Stein(2)                                  Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John Stoma(2)                                   Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Wayne Strauss(3)                                Assistant Vice President             None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Brian C. Summe                                  Vice President                       None
2479 Legends Way
Crestview Hills, KY 41017
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Michael Sussman(2)                              Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

George T. Sweeney                               Senior Vice President                None
5 Smokehouse Lane

Hummelstown, PA 17036
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
James Taylor(2)                                 Assistant Vice President             None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Martin Telles(2)                                Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
David G. Thomas                                 Vice President                       None
16628 Elk Run Court
Leesburg, VA 20176
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Bryan K.Toma                                    Vice President                       None
7311 W. 145th Terrace
Overland Park, KS 66223
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Mark Vandehey(1)                                Vice President                       Vice President and Chief
                                                                                     Compliance Officer

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

Vincent Vermete(2)                              Assistant Vice President             None

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

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Kenneth Lediard Ward                            Vice President                       None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Teresa Ward(1)                                  Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Michael J. Weigner                              Vice President                       None
4905 W. San Nicholas Street
Tampa, FL 33629
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Donn Weise                                      Vice President                       None
3249 Earlmar Drive
Los Angeles, CA 90064
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Chris Werner(1)                                 Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Catherine White(2)                              Assistant Vice President             None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Thomas Wilson(2)                                Vice President                       None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Donna Winn(2)                                   Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Philip Witkower(2)                              Senior Vice President                None
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Cary Patrick Wozniak                            Vice President                       None
18808 Bravata Court
San Diego, CA 92128
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
John Charles Young                              Vice President                       None
3914 Southwestern
Houston, TX 77005
- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------

Jill Zachman(2)                                 Vice President                       None

- ----------------------------------------------- ------------------------------------ ---------------------------------
- ----------------------------------------------- ------------------------------------ ---------------------------------
Robert G. Zack(2)                               General Counsel & Director           Secretary
- ----------------------------------------------- ------------------------------------ ---------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924

(2)Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008
(3)350 Linden Oaks, Rochester, NY 14623


(c)      Not applicable.

Item 28. Location of Accounts and Records

The accounts,  books and other documents  required to be maintained by Registrant  pursuant to Section 31(a) of the
Investment  Company Act of 1940 and rules promulgated  thereunder are in the possession of  OppenheimerFunds,  Inc.
at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.


Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.



                                                    SIGNATURES


Pursuant  to the  requirements  of the  Securities  Act of 1933  and/or the  Investment  Company  Act of 1940,  the
Registrant  certifies that it meets all the requirements for effectiveness of this Registration  Statement pursuant
to Rule 486(b) under the  Securities  Act of 1933 and has duly caused this  Registration  Statement to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of New York and State of New York on the
25th day of October, 2004.



                                           OPPENHEIMER CAPITAL APPRECIATION FUND

                                           By: /s/ John V. Murphy*
                                           --------------------------------
                                           John V. Murphy, President,
                                           Principal Executive Officer & Trustee


Pursuant to the  requirements of the Securities Act of 1933, this  Registration  Statement has been signed below by
the following persons in the capacities on the dates indicated:

Signatures                                     Title                                Date

/s/ Clayton K. Yeutter*                   Chairman of the

- ---------------------------               Board of Trustees                         October 25, 2004
Clayton K.Yeutter

/s/ Donald W. Spiro*                      Vice Chairman of the                      October 25, 2004
- -------------------------                 Board and Trustee
Donald W. Spiro


/s/ John V. Murphy*                       President, Principal

- --------------------------                Executive Officer                         October 25, 2004
John V. Murphy                            & Trustee

/s/ Brian W. Wixted*                      Treasurer, Principal                      October 25, 2004
- -------------------------                 Financial and
Brian W. Wixted                           Accounting Officer

/s/ Robert G. Galli*                      Trustee                                   October 25, 2004

- --------------------
Robert G. Galli


/s/ Phillip A. Griffiths*                 Trustee                                   October 25, 2004

- ----------------------
Phillip A. Griffiths


/s/ Mary Miller*                          Trustee                                   October 25, 2004
- --------------------
Mary Miller

/s/ Joel W. Motley*                       Trustee                                   October 25, 2004

- --------------------
Joel W. Motley


/s/ Kenneth A. Randall*                   Trustee                                   October 25, 2004

- -------------------------
Kenneth A. Randall


/s/ Edward V. Regan*                      Trustee                                   October 25, 2004

- -----------------------
Edward V. Regan


/s/ Russell S. Reynolds, Jr.*             Trustee                                   October 25, 2004

- ----------------------------
Russell S. Reynolds, Jr.



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







                                       OPPENHEIMER CAPITAL APPRECIATION FUND


                                          Post-Effective Amendment No. 48
                                             Registration No. 2-69719



                                                   EXHIBIT INDEX



Exhibit No.                Description

23 (j)                     Independent Auditors Consent


23(m)(i)  Amended and Restated Plan and Agreement for Class A Shares
23(m)(iii)                 Amended and Restated Plan and Agreement for Class C Shares

23(o)(iv)                  Powers of Attorney for all Trustees and Principal Officers

EX-99.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTNG FIRM



The Board of Trustees
Oppenheimer Capital Appreciation Fund:

We consent to the use in this Registration Statement of Oppenheimer Capital Appreciation Fund of our report dated
September 22, 2004, included in the Statement of Additional Information, which is part of such Registration
Statement, and to the references to our firm under the headings "Financial Highlights" appearing in the
Prospectus, which is also part of such Registration Statement and "Independent Registered Public Accounting Firm"
appearing in the Statement of Additional Information.




KPMG LLP

/s/ KPMG LLP

Denver, Colorado
October 22, 2004

EX-99.10

                                                     AMENDED AND RESTATED

                                             SERVICE PLAN AND AGREEMENT

                                                        with

                                         OppenheimerFunds Distributor, Inc.

                                               For Class A Shares of

                                        Oppenheimer Capital Appreciation Fund


This Amended and Restated  SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 15th day of April,  2004, by and between
Oppenheimer Capital Appreciation Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

1.       The Plan.  This Plan is the Fund's written service plan for its Class A Shares  described in the Fund's  registration
statement  as of the date this Plan takes  effect,  contemplated  by and to comply with Rule 2830 of the Conduct  Rules of the
NASD,  pursuant to which the Fund will reimburse the  Distributor  for a portion of its costs incurred in connection  with the
personal  service and maintenance of shareholder  accounts  ("Accounts")  that hold Class A Shares (the "Shares") of the Fund.
The Fund may be deemed to be acting as distributor  of securities of which it is the issuer,  pursuant to Rule 12b-1 under the
Investment  Company Act of 1940 (the "1940 Act"),  according to the terms of this Plan. The  Distributor  is authorized  under
the Plan to pay  "Recipients,"  as hereinafter  defined,  for rendering  services and for the  maintenance  of Accounts.  Such
Recipients are intended to have certain rights as third-party beneficiaries under this Plan.

2.       Definitions.  As used in this Plan, the following terms shall have the following meanings:

         (a)      "Recipient" shall mean any broker,  dealer,  bank or other  institution  which: (i) has rendered services in
         connection with the personal  service and  maintenance of Accounts;  (ii) shall furnish the Distributor (on behalf of
         the Fund) with such  information as the Distributor  shall  reasonably  request to answer such questions as may arise
         concerning  such  service;  and (iii) has been  selected  by the  Distributor  to  receive  payments  under the Plan.
         Notwithstanding  the  foregoing,  a majority of the Fund's Board of Trustees  (the  "Board") who are not  "interested
         persons"  (as defined in the 1940 Act) and who have no direct or indirect  financial  interest  in the  operation  of
         this Plan or in any agreements  relating to this Plan (the  "Independent  Trustees")  may remove any broker,  dealer,
         bank or other institution as a Recipient,  whereupon such entity's rights as a third-party  beneficiary  hereof shall
         terminate.

         (b)      "Qualified  Holdings"  shall mean, as to any Recipient,  all Shares owned  beneficially or of record by: (i)
         such  Recipient,  or (ii) such  brokerage  or other  customers,  or  investment  advisory  or other  clients  of such
         Recipient  and/or  accounts as to which such Recipient is a fiduciary or custodian or  co-fiduciary  or  co-custodian
         (collectively,  the  "Customers"),  but in no event shall any such Shares be deemed owned by more than one  Recipient
         for purposes of this Plan.  In the event that two  entities  would  otherwise  qualify as  Recipients  as to the same
         Shares,  the  Recipient  which is the dealer of record on the Fund's  books shall be deemed the  Recipient as to such
         Shares for purposes of this Plan.

3.       Payments.

         (a)      Under the Plan, the Fund will make payments to the  Distributor,  within  forty-five (45) days of the end of
         each  calendar  quarter,  in the  amount of the lesser of:  (i) 0.25% on an annual  basis of the  average  during the
         calendar  quarter of the aggregate  net asset value of the Shares,  computed as of the close of each business day, or
         (ii) the  Distributor's  actual  expenses  under  the  Plan for that  quarter  of the  type  approved  by the  Board.
         Notwithstanding  the  foregoing,  the Fund will not make  payments  to the  Distributor  in excess of the  amount the
         Distributor  pays to  Recipients.  The  Distributor  will use  such fee  received  from the Fund in its  entirety  to
         reimburse  itself for payments to  Recipients  and for its other  expenditures  and costs of the type approved by the
         Board incurred in connection  with the personal  service and maintenance of Accounts  including,  but not limited to,
         the services  described  in the  following  paragraph.  The  Distributor  may make Plan  payments to any  "affiliated
         person" (as defined in the 1940 Act) of the Distributor if such affiliated person qualifies as a Recipient.

                  The services to be rendered by the Distributor  and Recipients in connection  with the personal  service and
         the  maintenance of Accounts may include,  but shall not be limited to, the following:  answering  routine  inquiries
         from the Recipient's  customers  concerning the Fund,  providing such customers with  information on their investment
         in Shares,  assisting in the  establishment  and  maintenance  of accounts or  sub-accounts  in the Fund,  making the
         Fund's  investment plans and dividend payment options  available,  and providing such other  information and customer
         liaison  services and the  maintenance of Accounts as the Distributor or the Fund may reasonably  request.  It may be
         presumed  that a Recipient  has provided  services  qualifying  for  compensation  under the Plan if it has Qualified
         Holdings of Shares to entitle it to payments  under the Plan. In the event that either the  Distributor  or the Board
         should  have  reason to believe  that,  notwithstanding  the level of  Qualified  Holdings,  a  Recipient  may not be
         rendering  appropriate  services,  then the Distributor,  at the request of the Board, shall require the Recipient to
         provide a written  report or other  information to verify that said  Recipient is providing  appropriate  services in
         this regard.  If the Distributor  still is not satisfied,  it may take appropriate steps to terminate the Recipient's
         status as such  under  the  Plan,  whereupon  such  entity's  rights as a  third-party  beneficiary  hereunder  shall
         terminate.




                  Payments  received  by the  Distributor  from the Fund  under the Plan will not be used to pay any  interest
         expense,  carrying charges or other financial  costs, or allocation of overhead by the Distributor,  or for any other
         purpose  other  than for the  payments  described  in this  Section 3. The amount  payable  to the  Distributor  each
         quarter  will be reduced to the extent that  reimbursement  payments  otherwise  permissible  under the Plan have not
         been  authorized  by the  Board  for  that  quarter.  Any  unreimbursed  expenses  incurred  for any  quarter  by the
         Distributor may not be recovered in later periods.

(b)      The  Distributor  shall make  payments to any Recipient  quarterly,  within  forty-five  (45) days of the end of each
         calendar  quarter,  at a rate not to exceed  0.25% on an annual basis of the average  during the calendar  quarter of
         the  aggregate net asset value of the Shares  computed as of the close of each  business  day, of Qualified  Holdings
         owned  beneficially  or of record by the Recipient or by its  Customers.  However,  no such payments shall be made to
         any  Recipient  for any such  quarter in which its  Qualified  Holdings  do not equal or  exceed,  at the end of such
         quarter,  the minimum amount  ("Minimum  Qualified  Holdings"),  if any, to be set from time to time by a majority of
         the Independent Trustees.

                  Alternatively,  the  Distributor  may, at its sole option,  make the  following  service fee payments to any
         Recipient  quarterly,  within  forty-five  (45) days of the end of each calendar  quarter:  (A) "Advance  Service Fee
         Payments"  at a rate not to exceed  0.25% of the  average  during the  calendar  quarter of the  aggregate  net asset
         value of  Shares,  computed  as of the close of  business  on the day such  Shares are sold,  constituting  Qualified
         Holdings,  sold by the Recipient  during that quarter and owned  beneficially or of record by the Recipient or by its
         Customers,  plus (B) service fee payments at a rate not to exceed 0.25% on an annual basis of the average  during the
         calendar  quarter  of the  aggregate  net asset  value of  Shares,  computed  as of the close of each  business  day,
         constituting  Qualified  Holdings owned  beneficially  or of record by the Recipient or by its Customers for a period
         of more than one (1) year.  At the  Distributor's  sole option,  Advance  Service Fee Payments may be made more often
         than  quarterly,  and sooner than the end of the calendar  quarter.  In the event  Shares are redeemed  less than one
         year after the date such Shares were sold,  the Recipient is obligated to and will repay the  Distributor on demand a
         pro rata portion of such Advance  Service Fee  Payments,  based on the ratio of the time such Shares were held to one
         (1) year.

                  A majority  of the  Independent  Trustees  may at any time or from time to time  increase  or  decrease  and
         thereafter  adjust the rate of fees to be paid to the  Distributor  or to any  Recipient,  but not to exceed the rate
         set forth above,  and/or  increase or decrease the number of shares  constituting  Minimum  Qualified  Holdings.  The
         Distributor  shall  notify all  Recipients  of the Minimum  Qualified  Holdings  and the rate of  payments  hereunder
         applicable to  Recipients,  and shall provide each  Recipient  with written  notice within thirty (30) days after any
         change in these  provisions.  Inclusion  of such  provisions  or a change  in such  provisions  in a revised  current
         prospectus shall constitute sufficient notice.

         (c)      Under the Plan,  payments may be made to  Recipients:  (i) by  OppenheimerFunds,  Inc.  ("OFI") from its own
         resources  (which may include  profits  derived  from the  advisory  fee it receives  from the Fund),  or (ii) by the
         Distributor (a subsidiary of OFI), from its own resources.

4.       Selection and  Nomination of Trustees.  While this Plan is in effect,  the selection or  replacement  of  Independent
Trustees and the  nomination  of those persons to be Trustees of the Fund who are not  "interested  persons" of the Fund shall
be committed to the  discretion  of the  Independent  Trustees.  Nothing  herein shall prevent the  Independent  Trustees from
soliciting  the  views or the  involvement  of others in such  selection  or  nomination  if the  final  decision  on any such
selection and nomination is approved by a majority of the incumbent Independent Trustees.

5.       Reports.  While this Plan is in effect,  the Treasurer of the Fund shall provide at least  quarterly a written report
to the Fund's Board for its review,  detailing  the  aggregate  amount of payments made pursuant to this Plan and the purposes
for which the payments were made.  The report shall state whether all  provisions of Section 3 of this Plan have been complied
with. The  Distributor  shall annually  certify to the Board the amount of its total expenses  incurred that year with respect
to the personal  service and maintenance of Accounts in conjunction  with the Board's annual review of the continuation of the
Plan.



6.       Related  Agreements.  Any  agreement  related to this Plan  shall be in  writing  and shall  provide  that:  (i) such
agreement may be terminated at any time,  without payment of any penalty,  by vote of a majority of the  Independent  Trustees
or by a vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's  outstanding  voting  securities of the
Class,  on not more  than  sixty  days  written  notice  to any  other  party to the  agreement;  (ii)  such  agreement  shall
automatically  terminate  in the event of its  "assignment"  (as defined in the 1940 Act);  (iii) it shall go into effect when
approved by a vote of the Board and its  Independent  Trustees cast in person at a meeting called for the purpose of voting on
such agreement;  and (iv) it shall,  unless  terminated as herein provided,  continue in effect from year to year only so long
as such continuance is specifically  approved at least annually by the Board and its Independent  Trustees cast in person at a
meeting called for the purpose of voting on such continuance.

7.       Effectiveness,  Continuation,  Termination  and Amendment.  This Plan has been approved by a vote of the  Independent
Trustees  cast in person at a meeting  called on April 15, 2004 for the purpose of voting on this Plan.  Unless  terminated as
hereinafter  provided,  it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from
year to year thereafter or as the Board may otherwise  determine only so long as such continuance is specifically  approved at
least  annually  by the Board and its  Independent  Trustees  by a vote cast in person at a meeting  called for the purpose of
voting on such  continuance.  This Plan may be terminated at any time by vote of a majority of the Independent  Trustees or by
the vote of the holders of a "majority"  (as defined in the 1940 Act) of the Fund's  outstanding  voting  securities  of Class
A. This Plan may not be amended to  increase  materially  the amount of payments  to be made  without  approval of the Class A
Shareholders,  in the manner described  above, and all material  amendments must be approved by a vote of the Board and of the
Independent Trustees.



8.       Disclaimer of  Shareholder  and Trustee  Liability.  The  Distributor  understands  that the  obligations of the Fund
under  this Plan are not  binding  upon any  Trustee or  shareholder  of the Fund  personally,  but bind only the Fund and the
Fund's  property.  The  Distributor  represents  that it has notice of the provisions of the  Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of the Fund.

                                            Oppenheimer Capital Appreciation Fund



                                            By:      /s/ Robert G. Zack
                                                     Robert G. Zack, Secretary


                                            OppenheimerFunds Distributor, Inc.



                                            By:      /s/ James H. Ruff
                                                     James H. Ruff
                                                     President

EX-99.10

                                               AMENDED AND RESTATED

                                    DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                                       with

                                        OppenheimerFunds Distributor, Inc.

                                               For Class C Shares of

                                       Oppenheimer Capital Appreciation Fund

This  Distribution  and Service Plan and Agreement  (the "Plan") is dated as of the 18th day of February,  2004, by
and between  Oppenheimer  Capital  Appreciation  Fund (the  "Fund") and  OppenheimerFunds  Distributor,  Inc.  (the
"Distributor").  This Amended and Restated  Distribution  and Service Plan and Agreement  replaces the Distribution
and Service Plan and Agreement for Class C shares dated November 22, 2002.

1.       The Plan.  This Plan is the Fund's  written  distribution  and service plan for Class C shares of the Fund
(the  "Shares"),  designed to comply with the  provisions of Rule 12b-1 as it may be amended from time to time (the
"Rule") under the Investment  Company Act of 1940 (the "1940 Act").  Pursuant to this Plan the Fund will compensate
the  Distributor  for its services in connection  with the  distribution  of Shares,  and the personal  service and
maintenance of shareholder  accounts that hold Shares  ("Accounts").  The Fund may act as distributor of securities
of which it is the issuer,  pursuant to the Rule,  according to the terms of this Plan. The terms and provisions of
this Plan shall be interpreted and defined in a manner  consistent  with the provisions and  definitions  contained
in (i) the Fund’s  Registration  Statement,  (ii) the 1940 Act, (iii) the Rule, (iv) Rule 2830 of the Conduct Rules
of the NASD,  or any  applicable  amendment  or  successor  to such rule (the  "NASD  Conduct  Rules")  and (v) any
conditions  pertaining  either to  distribution-related  expenses or to a plan of distribution to which the Fund is
subject  under  any  order on which  the Fund  relies,  issued  at any  time by the U.S.  Securities  and  Exchange
Commission ("SEC").

2.       Definitions. As used in this Plan, the following terms shall have the following meanings:

         (a)      "Recipient"  shall  mean any  broker,  dealer,  bank or other  person  or entity  which:  (i) has
rendered  assistance  (whether  direct,  administrative  or both) in the  distribution  of Shares  or has  provided
administrative  support  services with respect to Shares held by Customers  (defined below) of the Recipient;  (ii)
shall furnish the Distributor (on behalf of the Fund) with such  information as the  Distributor  shall  reasonably
request to answer such  questions as may arise  concerning  the sale of Shares;  and (iii) has been selected by the
Distributor to receive payments under the Plan.

         (b)      "Independent  Trustees"  shall  mean the  members  of the Fund's  Board of  Trustees  who are not
"interested  persons"  (as  defined  in the 1940  Act) of the Fund and who have no  direct  or  indirect  financial
interest in the operation of this Plan or in any agreement relating to this Plan.

         (c)      "Customers"  shall  mean such  brokerage  or other  customers  or  investment  advisory  or other
clients of a Recipient,  and/or accounts as to which such Recipient provides  administrative support services or is
a custodian or other fiduciary.
         (d)      "Qualified  Holdings"  shall mean,  as to any  Recipient,  all Shares  owned  beneficially  or of
record by:  (i) such  Recipient,  or (ii) such  Recipient's  Customers,  but in no event  shall any such  Shares be
deemed  owned by more than one  Recipient  for  purposes  of this  Plan.  In the event that more than one person or
entity would  otherwise  qualify as Recipients as to the same Shares with respect to the payment of the Asset-Based
Sales Charge  and/or the Service Fee (defined  below),  the  Recipient  which is the dealer of record on the Fund's
books as  determined  by the  Distributor  shall be deemed the  Recipient  as to such  Shares for  purposes of this
Plan.

3.       Payments for Distribution Assistance and Administrative Support Services.

         (a)      Payments  to the  Distributor.  In  consideration  of  the  payments  made  by  the  Fund  to the
Distributor  under this Plan,  the  Distributor  shall provide  administrative  support  services and  distribution
services to the Fund. Such services include  distribution  assistance and administrative  support services rendered
in  connection  with  Shares  (1) sold in  purchase  transactions,  (2)  issued in  exchange  for shares of another
investment  company for which the Distributor serves as distributor or  sub-distributor,  or (3) issued pursuant to
a plan of  reorganization  to which the Fund is a party.  If the Board  believes  that the  Distributor  may not be
rendering  appropriate  distribution  assistance or administrative  support services in connection with the sale of
Shares,  then the Distributor,  at the request of the Board, shall provide the Board with a written report or other
information to verify that the  Distributor is providing  appropriate  services in this regard.  For such services,
the Fund will make the following payments to the Distributor:

                  (i)  Administrative  Support  Service  Fees.  Within  forty-five  (45)  days  of the  end of each
calendar  quarter,  the Fund will make payments in the aggregate  amount of 0.25% on an annual basis of the average
during  that  calendar  quarter of the  aggregate  net asset  value of the Shares  computed as of the close of each
business  day  (the  "Service  Fee").  Such  Service  Fee  payments  received  from the Fund  will  compensate  the
Distributor for providing  administrative  support services with respect to Accounts.  The  administrative  support
services  in  connection  with  Accounts  may  include,  but shall not be limited  to, the  administrative  support
services that a Recipient may render as described in Section 3(b)(i) below.

                  (ii)  Distribution  Assistance Fees (Asset-Based  Sales Charge).  Within ten (10) days of the end
of each month,  the Fund will make  payments  in the  aggregate  amount of 0.75% on an annual  basis of the average
during the month of the  aggregate  net asset value of Shares  computed as of the close of each  business day. Such
Asset-Based  Sales  Charge  payments  received  from  the  Fund  will  compensate  the  Distributor  for  providing
distribution assistance in connection with the sale of Shares.

                  The  distribution  assistance  services to be rendered by the  Distributor in connection with the
Shares may  include,  but shall not be limited  to, the  following:  (i) paying  sales  commissions  to any broker,
dealer,  bank or other  person or entity  that sells  Shares,  and/or  paying  such  persons  "Advance  Service Fee
Payments" (as defined  below) in advance of, and/or in amounts  greater  than,  the amount  provided for in Section
3(b) of this  Agreement;  (ii) paying  compensation  to and expenses of personnel  of the  Distributor  who support
distribution  of Shares  by  Recipients;  (iii)  obtaining  financing  or  providing  such  financing  from its own
resources,  or from an affiliate,  for the interest and other  borrowing  costs of the  Distributor's  unreimbursed
expenses incurred in rendering  distribution  assistance and administrative  support services to the Fund; and (iv)
paying other direct  distribution  costs,  including without limitation the costs of sales literature,  advertising
and   prospectuses   (other  than  those   prospectuses   furnished  to  current   holders  of  the  Fund's  shares
("Shareholders")) and state "blue sky" registration expenses.

         (b)      Payments to  Recipients.  The  Distributor  is authorized  under the Plan to pay  Recipients  (1)
distribution  assistance  fees for rendering  distribution  assistance in connection with the sale of Shares and/or
(2) service  fees for  rendering  administrative  support  services  with  respect to  Accounts.  However,  no such
payments  shall be made to any Recipient  for any quarter in which its  Qualified  Holdings do not equal or exceed,
at the end of such quarter,  the minimum amount ("Minimum Qualified  Holdings"),  if any, that may be set from time
to time by a majority of the Independent  Trustees.  All fee payments made by the Distributor hereunder are subject
to reduction  or  chargeback  so that the  aggregate  service fee payments and Advance  Service Fee Payments do not
exceed  the  limits on  payments  to  Recipients  that are,  or may be,  imposed  by the NASD  Conduct  Rules.  The
Distributor  may make Plan payments to any  "affiliated  person" (as defined in the 1940 Act) of the Distributor if
such  affiliated  person  qualifies  as a Recipient  or retain  such  payments if the  Distributor  qualifies  as a
Recipient.

                  In  consideration  of the  services  provided  by  Recipients,  the  Distributor  shall  make the
following payments to Recipients:

                  (i) Service Fee. In consideration  of  administrative  support  services  provided by a Recipient
during a calendar  quarter,  the Distributor  shall make service fee payments to that Recipient  quarterly,  within
forty-five (45) days of the end of each calendar  quarter,  at a rate not to exceed 0.25% on an annual basis of the
average  during the calendar  quarter of the aggregate net asset value of Shares,  computed as of the close of each
business  day,  constituting  Qualified  Holdings  owned  beneficially  or of  record  by the  Recipient  or by its
Customers for a period of more than the minimum  period (the  "Minimum  Holding  Period"),  if any, that may be set
from time to time by a majority of the Independent Trustees.

                  Alternatively,  the  Distributor  may,  at its  sole  option,  make  the  following  service  fee
payments  to any  Recipient  quarterly,  within  forty-five  (45)  days of the end of each  calendar  quarter:  (A)
"Advance  Service Fee  Payments"  at a rate not to exceed 0.25% of the average  during the calendar  quarter of the
aggregate  net asset  value of  Shares,  computed  as of the close of  business  on the day such  Shares  are sold,
constituting  Qualified Holdings,  sold by the Recipient during that quarter and owned beneficially or of record by
the Recipient or by its  Customers,  plus (B) service fee payments at a rate not to exceed 0.25% on an annual basis
of the average  during the calendar  quarter of the aggregate  net asset value of Shares,  computed as of the close
of each business day,  constituting  Qualified  Holdings owned beneficially or of record by the Recipient or by its
Customers for a period of more than one (1) year. At the  Distributor's  sole option,  Advance Service Fee Payments
may be made more often than  quarterly,  and sooner than the end of the calendar  quarter.  In the event Shares are
redeemed  less than one year after the date such Shares were sold,  the  Recipient  is  obligated to and will repay
the Distributor on demand a pro rata portion of such Advance  Service Fee Payments,  based on the ratio of the time
such Shares were held to one (1) year.

                  The  administrative  support  services  to be  rendered  by  Recipients  in  connection  with the
Accounts may include,  but shall not be limited to, the  following:  answering  routine  inquiries  concerning  the
Fund,  assisting in the  establishment and maintenance of accounts or sub-accounts in the Fund and processing Share
redemption  transactions,  making the Fund's investment plans and dividend payment options available, and providing
such other  information and services in connection  with the rendering of personal  services and/or the maintenance
of Accounts, as the Distributor or the Fund may reasonably request.

                  (ii) Distribution  Assistance Fee (Asset-Based Sales Charge) Payments.  Irrespective of whichever
alternative  method of making  service fee payments to Recipients is selected by the  Distributor,  in addition the
Distributor shall make  distribution  assistance fee payments to each Recipient  quarterly,  within forty-five (45)
days  after the end of each  calendar  quarter,  at a rate not to exceed  0.75% on an annual  basis of the  average
during the calendar  quarter of the aggregate  net asset value of Shares  computed as of the close of each business
day  constituting  Qualified  Holdings  owned  beneficially  or of record by the  Recipient or its  Customers for a
period of more  than one (1)  year.  Alternatively,  at its sole  option,  the  Distributor  may make  distribution
assistance fee payments to a Recipient  quarterly,  at the rate described above, on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by the Recipient or its Customers  without regard to the 1-year holding
period described above.  Distribution  assistance fee payments shall be made only to Recipients that are registered
with the SEC as a broker-dealer or are exempt from registration.

                  The  distribution  assistance to be rendered by the  Recipients  in  connection  with the sale of
Shares may include,  but shall not be limited to, the following:  distributing  sales  literature and  prospectuses
other than those furnished to current Shareholders,  providing  compensation to and paying expenses of personnel of
the Recipient who support the  distribution  of Shares by the Recipient,  and providing such other  information and
services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.

         (c)      A majority  of the  Independent  Trustees  may at any time or from time to time (i)  increase  or
decrease the rate of fees to be paid to the  Distributor or to any  Recipient,  but not to exceed the maximum rates
set forth  above,  and/or (ii) direct the  Distributor  to increase or decrease  any Minimum  Holding  Period,  any
maximum  period  set by a  majority  of the  Independent  Trustees  during  which  fees  will  be  paid  on  Shares
constituting  Qualified  Holdings owned  beneficially or of record by a Recipient or by its Customers (the "Maximum
Holding  Period"),  or Minimum  Qualified  Holdings.  The  Distributor  shall notify all  Recipients of any Minimum
Qualified  Holdings,  Maximum  Holding  Period and  Minimum  Holding  Period that are  established  and the rate of
payments  hereunder  applicable to  Recipients,  and shall provide each Recipient with written notice within thirty
(30) days after any change in these  provisions.  Inclusion of such  provisions or a change in such provisions in a
supplement or Statement of  Additional  Information  or amendment to or revision of the  prospectus or Statement of
Additional Information of the Fund shall constitute sufficient notice.

         (d)      The  Service  Fee and the  Asset-Based  Sales  Charge on  Shares  are  subject  to  reduction  or
elimination  under the limits that apply to such fees under the NASD Conduct  Rules  relating to sales of shares of
open-end funds
         (e)      Under the Plan, payments may also be made to Recipients:  (i) by  OppenheimerFunds,  Inc. ("OFI")
from its own resources  (which may include  profits  derived from the advisory fee it receives  from the Fund),  or
(ii) by the Distributor (a subsidiary of OFI), from its own resources,  from  Asset-Based  Sales Charge payments or
from the proceeds of its borrowings, in either case, in the discretion of OFI or the Distributor, respectively.

         (f)      Recipients  are intended to have certain  rights as  third-party  beneficiaries  under this Plan,
subject to the  limitations  set forth  below.  It may be  presumed  that a  Recipient  has  provided  distribution
assistance or administrative  support services  qualifying for payment under the Plan if it has Qualified  Holdings
of Shares  that  entitle it to  payments  under the Plan.  If either the  Distributor  or the Board  believe  that,
notwithstanding  the level of  Qualified  Holdings,  a  Recipient  may not be  rendering  appropriate  distribution
assistance  in  connection  with the sale of Shares or  administrative  support  services  for  Accounts,  then the
Distributor,  at the  request  of the Board,  shall  require  the  Recipient  to provide a written  report or other
information to verify that said  Recipient is providing  appropriate  distribution  assistance  and/or  services in
this regard.  If the  Distributor or the Board of Trustees still is not satisfied after the receipt of such report,
either may take  appropriate  steps to terminate the Recipient's  status as a Recipient  under the Plan,  whereupon
such Recipient's rights as a third-party beneficiary hereunder shall terminate.  Additionally,  in their discretion
a majority of the Fund's Independent  Trustees at any time may remove any broker,  dealer,  bank or other person or
entity as a  Recipient,  whereupon  such  person's or entity's  rights as a  third-party  beneficiary  hereof shall
terminate.  Notwithstanding  any other  provision of this Plan,  this Plan does not obligate or in any way make the
Fund liable to make any payment  whatsoever  to any person or entity other than  directly to the  Distributor.  The
Distributor  has no  obligation  to pay any Service Fees or  Distribution  Assistance  Fees to any Recipient if the
Distributor has not received payment of Service Fees or Distribution Assistance Fees from the Fund.

4.       Selection and  Nomination  of Trustees.  While this Plan is in effect,  the  selection  and  nomination of
persons to be Trustees of the Fund who are not "interested  persons" of the Fund  ("Disinterested  Trustees") shall
be  committed  to the  discretion  of the  incumbent  Disinterested  Trustees.  Nothing  herein  shall  prevent the
incumbent  Disinterested  Trustees from  soliciting  the views or the  involvement  of others in such  selection or
nomination  as long as the final  decision on any such  selection  and  nomination is approved by a majority of the
incumbent Disinterested Trustees.

5.       Reports.  While this Plan is in effect,  the  Treasurer of the Fund shall provide  written  reports to the
Fund's Board for its review,  detailing the  aggregate  amount of payments made under this Plan and the purpose for
which the payments were made.  The reports shall be provided  quarterly,  and shall state whether all provisions of
Section 3 of this Plan have been complied with.

6.       Related  Agreements.  Any agreement  related to this Plan shall be in writing and shall provide that:  (i)
such  agreement  may be  terminated  at any time,  without  payment of any penalty,  by a vote of a majority of the
Independent  Trustees  or by a vote of the  holders  of a  "majority"  (as  defined  in the 1940 Act) of the Fund's
outstanding  voting Class C shares;  (ii) such termination  shall be on not more than sixty days' written notice to
any  other  party to the  agreement;  (iii)  such  agreement  shall  automatically  terminate  in the  event of its
"assignment"  (as defined in the 1940 Act);  (iv) such  agreement  shall go into effect when  approved by a vote of
the Board and its  Independent  Trustees  cast in person at a  meeting  called  for the  purpose  of voting on such
agreement;  and (v) such agreement shall,  unless  terminated as herein  provided,  continue in effect from year to
year only so long as such  continuance  is  specifically  approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

7.       Effectiveness,  Continuation,  Termination and Amendment. This Amended and Restated Plan has been approved
by a vote of the Board and its  Independent  Trustees and replaces the Fund’s prior  Distribution  and Service Plan
and Agreement for Class C shares.  Unless  terminated as  hereinafter  provided,  it shall continue in effect until
renewed by the Board in  accordance  with the Rule and  thereafter  from year to year or as the Board may otherwise
determine but only so long as such  continuance is  specifically  approved at least annually by a vote of the Board
and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

         This Plan may not be amended to  increase  materially  the amount of  payments to be made under this Plan,
without  approval of the Class C  Shareholders  at a meeting  called for that purpose and all  material  amendments
must be approved by a vote of the Board and of the Independent Trustees.

         This Plan may be  terminated  at any time by a vote of a majority  of the  Independent  Trustees or by the
vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's  outstanding  Class C voting shares.
In the event of such  termination,  the Board and its Independent  Trustees shall determine whether the Distributor
shall be entitled to payment  from the Fund of all or a portion of the  Service  Fee and/or the  Asset-Based  Sales
Charge in respect of Shares sold prior to the effective date of such termination.

8.       Disclaimer of Shareholder and Trustee Liability.  The Distributor  understands that the obligations of the
Fund under this Plan are not binding  upon any Trustee or  shareholder  of the Fund  personally,  but bind only the
Fund and the Fund's  property.  The Distributor  represents that it has notice of the provisions of the Declaration
of Trust of the Fund disclaiming Trustee and shareholder liability for acts or obligations of the Fund.

                                            Oppenheimer Capital Appreciation Fund


                                            By: ____________________________________
                                                   Robert G. Zack
                                                   Secretary


                                            OppenheimerFunds Distributor, Inc.


                                            By: _____________________________________
                                                   Kathleen T. Ives
                                                   Vice President and Assistant Secretary

EX-99.16

                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004


/s/ Clayton K. Yeutter
Clayton K. Yeutter



Witness:  /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary




                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004


/s/ Donald W. Spiro
Donald W. Spiro



Witness: /s/ Kathleen Ives
           Kathleen Ives
              Assistant Secretary


                                             POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004


/s/ Robert G. Galli
Robert G. Galli



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary


                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/ Phillip A. Griffiths
Phillip A. Griffiths



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary

                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and  resubstitution,  for me and in my capacity as a  Trustee/Director  of Oppenheimer  AMT-Free New York
Municipals,  Oppenheimer  California  Municipal Fund,  Oppenheimer Capital  Appreciation Fund,  Oppenheimer  Discovery
Fund,  Oppenheimer  Emerging Growth Fund,  Oppenheimer  Emerging  Technologies Fund,  Oppenheimer Global Opportunities
Fund,  Oppenheimer  Gold & Special  Minerals  Fund,  Oppenheimer  Growth Fund,  Oppenheimer  Money Market Fund,  Inc.,
Oppenheimer  Multi-Sector  Income  Trust,  Oppenheimer  Series  Fund,  Inc.  (on  behalf  of  Oppenheimer  Disciplined
Allocation Fund and Oppenheimer  Value Fund) and Oppenheimer U.S.  Government  Trust, to sign on my behalf any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/ Mary Miller
Mary Miller



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary


                                              POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/Joel W. Motley
Joel W. Motley



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary




                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/ Kenneth A. Randall
Kenneth A. Randall



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary



                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/ Edward V. Regan
Edward V. Regan



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary




                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution and resubstitution,  for me and in my capacity as a Trustee/Director of Oppenheimer  AMT-Free Municipals,
Oppenheimer  AMT-Free  New  York  Municipals,  Oppenheimer  Balanced  Fund,  Oppenheimer  California  Municipal  Fund,
Oppenheimer Capital  Appreciation Fund,  Oppenheimer Capital Preservation Fund,  Oppenheimer  Developing Markets Fund,
Oppenheimer  Discovery Fund,  Oppenheimer Emerging Growth Fund,  Oppenheimer Emerging  Technologies Fund,  Oppenheimer
Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities Fund, Oppenheimer Gold & Special Minerals
Fund,  Oppenheimer Growth Fund, Oppenheimer  International Growth Fund, Oppenheimer  International Small Company Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer  Multi-Sector Income Trust,  Oppenheimer  Multi-State Municipal Trust
(on behalf of  Oppenheimer  New  Jersey  Municipal  Fund,  Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer
Rochester National Municipal Fund),  Oppenheimer  Series Fund, Inc. (on behalf of Oppenheimer  Disciplined  Allocation
Fund  and  Oppenheimer  Value  Fund)  and  Oppenheimer  U.S.  Government  Trust,  to  sign  on my  behalf  any and all
Registration  Statements  (including any  post-effective  amendments to Registration  Statements) under the Securities
Act of 1933, the Investment  Company Act of 1940 and any amendments and supplements  thereto,  and proxy statements or
other  documents in connection  thereunder,  and to file the same, with all exhibits  thereto,  and other documents in
connection  therewith,  with the U.S. Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority  to do and perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and agents,  and each of them, may lawfully
do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/ Russell S. Reynolds, Jr.
Russell S. Reynolds, Jr



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary





                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and  resubstitution,   for  me  and  in  my  capacity  as  President,   Principal  Executive  Officer  &
Trustee/Director of Oppenheimer  AMT-Free Municipals,  Oppenheimer AMT-Free New York Municipals,  Oppenheimer Balanced
Fund,  Oppenheimer  California Municipal Fund, Oppenheimer Capital Appreciation Fund, Oppenheimer Capital Preservation
Fund,  Oppenheimer  Developing Markets Fund, Oppenheimer Discovery Fund, Oppenheimer Emerging Growth Fund, Oppenheimer
Emerging Technologies Fund,  Oppenheimer  Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities
Fund,  Oppenheimer Gold & Special  Minerals Fund,  Oppenheimer  Growth Fund,  Oppenheimer  International  Growth Fund,
Oppenheimer  International Small Company Fund,  Oppenheimer Money Market Fund, Inc.,  Oppenheimer  Multi-Sector Income
Trust,  Oppenheimer  Multi-State  Municipal  Trust (on behalf of Oppenheimer New Jersey  Municipal  Fund,  Oppenheimer
Pennsylvania  Municipal Fund and Oppenheimer  Rochester  National  Municipal Fund),  Oppenheimer Series Fund, Inc. (on
behalf of Oppenheimer  Disciplined  Allocation Fund and Oppenheimer Value Fund) and Oppenheimer U.S. Government Trust,
to sign on my behalf any and all  Registration  Statements  (including any  post-effective  amendments to Registration
Statements)  under the Securities Act of 1933, the Investment  Company Act of 1940 and any amendments and  supplements
thereto,  and proxy  statements or other documents in connection  thereunder,  and to file the same, with all exhibits
thereto,  and other documents in connection  therewith,  with the U.S.  Securities and Exchange  Commission,  granting
unto said  attorneys-in-fact  and agents,  and each of them, full power and authority to do and perform each and every
act and thing  requisite and  necessary to be done in and about the premises,  as fully as to all intents and purposes
as I might or could do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact  and agents,  and
each of them, may lawfully do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/ John V. Murphy
John V. Murphy



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary





                                                  POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS,  that the undersigned,  constitutes and appoints Phillip  Gillespie,
Mitchell  J.  Lindauer  and Dina Lee each as my true  and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution  and  resubstitution,  for me and in my capacity as a  Treasurer,  Principal,  Financial  and  Accounting
Officer of Oppenheimer  AMT-Free  Municipals,  Oppenheimer  AMT-Free New York Municipals,  Oppenheimer  Balanced Fund,
Oppenheimer  California Municipal Fund,  Oppenheimer Capital Appreciation Fund, Oppenheimer Capital Preservation Fund,
Oppenheimer  Developing  Markets Fund,  Oppenheimer  Discovery Fund,  Oppenheimer  Emerging  Growth Fund,  Oppenheimer
Emerging Technologies Fund,  Oppenheimer  Enterprise Fund,  Oppenheimer Global Fund,  Oppenheimer Global Opportunities
Fund,  Oppenheimer Gold & Special  Minerals Fund,  Oppenheimer  Growth Fund,  Oppenheimer  International  Growth Fund,
Oppenheimer  International Small Company Fund,  Oppenheimer Money Market Fund, Inc.,  Oppenheimer  Multi-Sector Income
Trust,  Oppenheimer  Multi-State  Municipal  Trust (on behalf of Oppenheimer New Jersey  Municipal  Fund,  Oppenheimer
Pennsylvania  Municipal Fund and Oppenheimer  Rochester  National  Municipal Fund),  Oppenheimer Series Fund, Inc. (on
behalf of Oppenheimer  Disciplined  Allocation Fund and Oppenheimer Value Fund) and Oppenheimer U.S. Government Trust,
to sign on my behalf any and all  Registration  Statements  (including any  post-effective  amendments to Registration
Statements)  under the Securities Act of 1933, the Investment  Company Act of 1940 and any amendments and  supplements
thereto,  and proxy  statements or other documents in connection  thereunder,  and to file the same, with all exhibits
thereto,  and other documents in connection  therewith,  with the U.S.  Securities and Exchange  Commission,  granting
unto said  attorneys-in-fact  and agents,  and each of them, full power and authority to do and perform each and every
act and thing  requisite and  necessary to be done in and about the premises,  as fully as to all intents and purposes
as I might or could do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact  and agents,  and
each of them, may lawfully do or cause to be done by virtue hereof.



Dated this 6th   day of October, 2004



/s/ Brian W. Wixted
Brian W. Wixted



Witness: /s/ Kathleen Ives
           Kathleen Ives
           Assistant Secretary