OPPENHEIMER CAPITAL APPRECIATION FUND

                                   BY-LAWS
                              As Amended through
                                June 16, 2005


                                  ARTICLE I

                                 SHAREHOLDERS

      Section 1. Place of  Meeting.  All  meetings of the  Shareholders  shall
be held at the  principal  office of the Trust or at such  other  place as may
from time to time be  designated  by the Board of  Trustees  and stated in the
notice of  meeting.  Any terms used herein  shall have the meaning  defined in
the  Declaration  of Trust dated  November 22,  2002,  as amended from time to
time.

      Section 2.  Shareholder  Meetings.  Meetings of the Shareholders for any
purpose or purposes  may be called by the  Chairman of the Board of  Trustees,
if any, or by the  President  or by the Board of Trustees  and shall be called
by  the  Secretary   upon  receipt  of  the  request  in  writing   signed  by
Shareholders  holding  not less than one third in amount of the entire  number
of Shares issued and  outstanding  and entitled to vote thereat.  Such request
shall  state the purpose or purposes of the  proposed  meeting.  In  addition,
meetings of the  Shareholders  shall be called by the Board of  Trustees  upon
receipt  of the  request in writing  signed by  Shareholders  that hold in the
aggregate  not less than ten percent in amount of the entire  number of Shares
issued and outstanding and entitled to vote thereat,  stating that the purpose
of the proposed meeting is the removal of a Trustee.

      Section  3.  Notice of  Meetings  of  Shareholders.  Written  or printed
notice of every  meeting of  Shareholders,  stating the time and place thereof
(and the  general  nature of the  business  proposed to be  transacted  at any
special  or  extraordinary  meeting),  shall  be  given  to  each  Shareholder
entitled to vote at such meeting by leaving the same with each  Shareholder at
the  Shareholder's  residence  or usual  place of  business  or by mailing it,
postage prepaid and addressed to the Shareholder's  address as it appears upon
the books of the Fund.  In lieu  thereof,  such notice  also may be  delivered
by  such  other  means,  for  example  electronic  delivery,   to  the  extent
consistent with applicable laws.

      No notice of the time,  place or purpose of any meeting of  Shareholders
need be given to any  Shareholder  who attends in person or by proxy or to any
Shareholder  who,  in  writing  executed  and filed  with the  records  of the
meeting, either before or after the holding thereof, waives such notice.

      Section 4. Record  Dates.  The Board of Trustees may fix, in advance,  a
      record date for the
determination  of  Shareholders  entitled  to  notice  of and to  vote  at any
meeting of  Shareholders  and  Shareholders  entitled to receive any  dividend
payment or  allotment  of rights,  as the case may be.  Only  Shareholders  of
record on such date and entitled to receive such  dividends or rights shall be
entitled  to  notice  of and to  vote  at  such  meeting  or to  receive  such
dividends or rights, as the case may be.

      Section 5. Access to Shareholder  List. The Board of Trustees shall make
available a list of the names and  addresses of all  shareholders  as recorded
on the books of the Trust,  upon  receipt of the request in writing  signed by
not less than ten  Shareholders  of the Trust (who have been such for at least
six  months)  holding in the  aggregate  the  lesser of (i)  Shares  valued at
$25,000  or  more  at  current  offering  price  (as  defined  in the  Trust's
Prospectus),  or (ii) one percent in amount of the entire  number of shares of
the  Trust  issued  and  outstanding;   such  request  must  state  that  such
Shareholders  wish  to  communicate  with  other  Shareholders  with a view to
obtaining  signatures  to a request  for a meeting  pursuant  to  Section 2 of
Article I of these By-Laws and accompanied by a form of  communication  to the
Shareholders.  The Board of  Trustees  may,  in its  discretion,  satisfy  its
obligation  under this Section 5 by either making  available  the  Shareholder
List to such  Shareholders  at the principal  offices of the Trust,  or at the
offices of the Trust's  transfer agent,  during regular  business hours, or by
mailing  a copy of  such  Shareholders'  proposed  communication  and  form of
request, at their expense, to all other Shareholders.

      Section 6. Quorum, Adjournment of Meetings. Except as otherwise
required by the Declaration of Trust, 1940 Act or other applicable law,
the presence in person or by proxy of one-third of the Shares entitled
to vote shall be a quorum for the transaction of business at a
Shareholders' meeting, provided, however, that if any action to be taken
by the Shareholders of a Series or Class requires an affirmative vote of
a majority, or more than a majority, of the Shares outstanding and
entitled to vote, then with respect to voting on that particular issue
the presence in person or by proxy of the holders of a majority of the
Shares outstanding and entitled to vote at such a meeting shall
constitute a quorum for the transaction of business with respect to such
issue.

If at any  meeting  of the  Shareholders  there  shall  be less  than a quorum
present,  the  Shareholders  present  at such  meeting  may,  without  further
notice,  adjourn the same from time to time until a quorum shall  attend,  but
no business shall be transacted at any such  adjourned  meeting except such as
might have been lawfully  transacted had the meeting not been adjourned.  This
Section 6 may be altered,  amended or repealed only upon the affirmative  vote
of the  holders  of the  majority  of all the  Shares of the Trust at the time
outstanding and entitled to vote.


      Section 7.  Adjournment of Meetings When Quorum Present.  If a quorum is
present but  sufficient  votes in favor of one or more proposals have not been
received,  any of the  persons  named  as  proxies  or  attorneys-in-fact  may
propose and approve one or more  adjournments of the meeting to permit further
solicitation  of proxies with respect to any proposal.  All such  adjournments
will  require  the  affirmative  vote of a majority  of the shares  present in
person or by proxy at the  session of the  meeting to be  adjourned.  Prior to
any such adjournment, any lawful business may be transacted.


      Section 8.  Voting and  Inspectors.  At all  meetings  of  shareholders,
every  shareholder  of  record  entitled  to  vote at such  meeting  shall  be
entitled to vote at such meeting either in person of by proxy.  Proxies may be
given by or on behalf of a  Shareholder  in  writing or by  electronic  means,
including by telephone, facsimile or via the Internet.

      All elections of Trustees  shall be had by a plurality of the votes cast
and all  questions  shall be decided by a majority of the votes cast,  in each
case at a duly  constituted  meeting,  except  as  otherwise  provided  in the
Declaration  of Trust or in these By-Laws or by specific  statutory  provision
superseding the restrictions  and limitations  contained in the Declaration of
Trust or in these By-Laws.

      At any election of Trustees,  the Board of Trustees  prior  thereto may,
or, if they have not so acted,  the  Chairman of the meeting may, and upon the
request of the  holders of ten per cent (10%) of the Shares  entitled  to vote
at such  election  shall,  appoint two  inspectors of election who shall first
subscribe  an  oath  or  affirmation  to  execute  faithfully  the  duties  of
inspectors  at such  election  with strict  impartiality  and according to the
best of their ability,  and shall after the election make a certificate of the
result of the vote  taken.  No  candidate  for the office of Trustee  shall be
appointed such Inspector.

      The  Chairman of the meeting may cause a vote by ballot to be taken upon
any  election or matter,  and such vote shall be taken upon the request of the
holders of ten per cent (10%) of the Shares  entitled to vote on such election
or matter.

      Section 9.  Conduct  of  Shareholders'  Meetings.  The  meetings  of the
Shareholders  shall be presided over by the Chairman of the Board of Trustees,
if any, or if he shall not be present,  by the  President,  or if he shall not
be present, by a Vice-President,  or if none of them is present, by a chairman
to be elected at the meeting.  The Secretary of the Trust,  if present,  shall
act as  Secretary  of such  meetings,  or if he is not  present,  an Assistant
Secretary  shall so act; if neither the Secretary  nor an Assistant  Secretary
is present, then the meeting shall elect its secretary.

      Section  10.  Concerning  Validity of  Proxies,  Ballots,  Etc. At every
meeting  of the  Shareholders,  all  proxies  shall be  received  and taken in
charge of and all ballots  shall be received and canvassed by the secretary of
the meeting,  who shall decide all  questions  touching the  qualification  of
voters,  the  validity of the  proxies,  and the  acceptance  or  rejection of
votes,  unless inspectors of election shall have been appointed as provided in
Section 7, in which event such  inspectors  of election  shall decide all such
questions.

                                  ARTICLE II

                              BOARD OF TRUSTEES

      Section 1. Number and Tenure of Office.  The  business  and  property of
the Trust shall be conducted and managed by a Board of Trustees  consisting of
the number of initial Trustees,  which number may be increased or decreased as
provided  in  Section  2 of  this  Article.  Each  Trustee  shall,  except  as
otherwise  provided  herein,  hold office until the meeting of Shareholders of
the Trust next  succeeding his election or until his successor is duly elected
and qualifies.  Trustees need not be Shareholders.

      Section 2.  Increase  or Decrease  in Number of  Trustees.  The Board of
Trustees,  by the vote of a majority of the entire  Board,  may  increase  the
number of Trustees to a number not exceeding  fifteen,  and may elect Trustees
to fill the  vacancies  created by any such increase in the number of Trustees
until the next annual  meeting or until their  successors are duly elected and
qualify;  the  Board of  Trustees,  by the vote of a  majority  of the  entire
Board, may likewise  decrease the number of Trustees to a number not less than
three but the tenure of office of any  Trustee  shall not be  affected  by any
such decrease.  Vacancies  occurring other than by reason of any such increase
shall be filled as provided for a  Massachusetts  business trust. In the event
that after the proxy  material has been printed for a meeting of  Shareholders
at which  Trustees  are to be elected  and any one or more  nominees  named in
such proxy material dies or become  incapacitated,  the  authorized  number of
Trustees  shall be  automatically  reduced  by the  number  of such  nominees,
unless the Board of Trustees prior to the meeting shall otherwise determine.

      Section 3. Removal,  Resignation and  Retirement.  A Trustee at any time
may be removed either with or without cause by resolution  duly adopted by the
affirmative  votes of the holders of two-thirds of the  outstanding  Shares of
the Trust,  present in person or by proxy at any  meeting of  Shareholders  at
which such vote may be taken,  provided that a quorum is present.  Any Trustee
at any  time may be  removed  for  cause by  resolution  duly  adopted  at any
meeting of the Board of Trustees  provided that notice thereof is contained in
the notice of such meeting and that such  resolution is adopted by the vote of
at least two thirds of the Trustees  whose  removal is not  proposed.  As used
herein,  "for cause" shall mean any cause which under  Massachusetts law would
permit the removal of a Trustee of a business trust.

      Any  Trustee  may  resign or retire as  Trustee  by  written  instrument
signed by him and  delivered  to the other  Trustees  or to any officer of the
Trust,  and such  resignation  or  retirement  shall  take  effect  upon  such
delivery or upon such later date as is specified in such  instrument and shall
be  effective  as to  the  Trust  and  each  Series  of the  Trust  hereunder.
Notwithstanding   the  foregoing,   any  and  all  Trustees,   other  than  an
Independent  Trustee  who was a Trustee  (whether or not  Independent)  on the
date  of the  adoption  of the  Trust's  Retirement  Plan  for  Non-Interested
Trustees or  Directors,  shall be subject to the  provisions  with  respect to
mandatory  retirement  set forth in the  Retirement  Plan,  as the same may be
amended from time to time.

      Section 4. Place of Meeting. The Trustees may hold their meetings,  have
one or more offices,  and keep the books of the Trust  outside  Massachusetts,
at any office or  offices of the Trust or at any other  place as they may from
time to time by resolution  determine,  or, in the case of meetings,  as shall
be specified or fixed in the respective notices or waivers of notice thereof.

      Section 5. Regular  Meetings.  Regular meetings of the Board of Trustees
shall be held at such time and on such  notice,  if any, as the  Trustees  may
from time to time  determine.  One such  regular  meeting  during  each fiscal
year of the  Trust  shall be  designated  an  annual  meeting  of the Board of
Trustees.

      Section 6. Special  Meetings.  Special meetings of the Board of Trustees
may be held  from  time to time  upon  call of the  Chairman  of the  Board of
Trustees,  if any, the  President or two or more of the  Trustees,  by oral or
telegraphic  or  written  notice  duly  served  on or sent or  mailed  to each
Trustee not less than one day before such meeting.  No notice need be given to
any Trustee who attends in person,  or to any Trustee who in writing  executed
and filed with the records of the meeting  either  before or after the holding
thereof  waives  such  notice.  Such notice or waiver of notice need not state
the purpose or purposes of such meeting.


      Section  7.  Quorum.  One-third  of the  Trustees  then in office  shall
constitute a quorum for the  transaction  of business,  provided that a quorum
shall in no case be less than two  Trustees.  If at any  meeting  of the Board
there  shall be less than a quorum  present  (in  person or by open  telephone
line,  to the extent  permitted  by the  Investment  Company  Act of 1940 (the
"1940  Act")),  a majority of those  present may adjourn the meeting from time
to time until a quorum  shall have been  obtained.  The act of the majority of
the  Trustees  present at any meeting at which there is a quorum  shall be the
act  of  the  Board,  except  as may be  otherwise  specifically  provided  by
statute,  by the  Declaration of Trust, by these By-Laws or by any contract or
agreement to which the Trust is a party.

      Section  8.  Executive  Committee.  The Board of  Trustees  may,  by the
affirmative  vote of a majority of the entire  Board,  elect from the Trustees
an Executive  Committee  to consist of such number of Trustees  (not less than
three) as the Board may from  time to time  determine.  The Board of  Trustees
by such  affirmative  vote shall have power at any time to change the  members
of such  Committee  and may fill  vacancies in the  Committee by election from
the  Trustees.  When the Board of Trustees is not in  session,  the  Executive
Committee  shall have and may  exercise  any or all of the powers of the Board
of  Trustees  in the  management  of the  business  and  affairs  of the Trust
(including  the power to authorize  the seal of the Trust to be affixed to all
papers  which may require it) except as provided by law or by any  contract or
agreement  to which the Trust is a party and except the power to  increase  or
decrease the size of, or fill  vacancies  on, the Board,  to remove or appoint
executive  officers or to dissolve or change the  permanent  membership of the
Executive Committee,  and the power to make or amend the By-Laws of the Trust.
The Executive Committee may fix its own rules of procedure,  and may meet when
and as provided by such rules or by resolution  of the Board of Trustees,  but
in every case the presence of a majority  shall be  necessary to  constitute a
quorum. In the absence of any member of the Executive  Committee,  the members
thereof present at any meeting,  whether or not they constitute a quorum,  may
appoint a member of the Board of  Trustees  to act in the place of such absent
member.

      Section 9. Other Committees.  The Board of Trustees,  by the affirmative
vote of a majority of the entire  Board,  may appoint other  committees  which
shall in each case  consist of such number of members  (not less than two) and
shall have and may  exercise,  to the extent  permitted by law, such powers as
the Board may determine in the resolution  appointing  them. A majority of all
members of any such  committee may determine its action,  and fix the time and
place of its meetings,  unless the Board of Trustees shall otherwise  provide.
The Board of Trustees  shall have power at any time to change the members and,
to the  extent  permitted  by  law,  powers  of any  such  committee,  to fill
vacancies, and to discharge any such committee.

      Section 10. Informal  Action by and Telephone  Meetings of Trustees and
Committees.  Any action  required or  permitted  to be taken at any meeting of
the  Board  of  Trustees  or any  committee  thereof  may be taken  without  a
meeting,  if a written  consent to such action is signed by all members of the
Board,  or of such  committee,  as the case may be. Trustees or members of the
Board of  Trustees  may  participate  in a  meeting  by means of a  conference
telephone  or similar  communications  equipment;  such  participation  shall,
except  as  otherwise  required  by the 1940  Act,  have the  same  effect  as
presence in person.

      Section 11.  Compensation  of  Trustees.  Trustees  shall be entitled to
receive such  compensation  from the Trust for their services as may from time
to time be voted by the Board of Trustees.

      Section 12. Dividends.  Dividends or distributions payable on the Shares
of any Series may,  but need not be,  declared by specific  resolution  of the
Board  as  to  each  dividend  or  distribution;  in  lieu  of  such  specific
resolutions,  the Board may, by general  resolution,  determine  the method of
computation  thereof, the method of determining the Shareholders of the Series
to which they are payable and the methods of determining  whether and to which
Shareholders they are to be paid in cash or in additional Shares.

                                 ARTICLE III

                                   OFFICERS

      Section 1. Executive  Officers.  The executive officers of the Trust may
include a Chairman of the Board of  Trustees,  and shall  include a President,
one or more Vice  Presidents (the number thereof to be determined by the Board
of  Trustees),  a  Secretary  and a  Treasurer.  The  Chairman of the Board of
Trustees,  if any,  shall be selected  from among the  Trustees.  The Board of
Trustees  or the  Executive  Committee  may  also  in its  discretion  appoint
Assistant Secretaries,  Assistant Treasurers,  and other officers,  agents and
employees,  who shall have such authority and perform such duties as the Board
or the Executive  Committee may determine.  The Board of Trustees may fill any
vacancy  which may  occur in any  office.  Any two  offices,  except  those of
President and Vice President,  may be held by the same person,  but no officer
shall  execute,  acknowledge  or  verify  any  instrument  in  more  than  one
capacity,  if such  instrument  is  required  by law or  these  By-Laws  to be
executed, acknowledged or verified by two or more officers.

      Section 2. Term of Office.  The term of office of all officers  shall be
until  their  respective  successors  are chosen  and  qualify;  however,  any
officer may be removed  from  office at any time with or without  cause by the
vote of a majority of the entire Board of Trustees.

      Section 3. Powers and Duties.  The officers of the Trust shall have such
powers and duties as generally  pertain to their respective  offices,  as well
as such powers and duties as may from time to time be  conferred  by the Board
of Trustees or the Executive Committee.

                                  ARTICLE IV

                                    SHARES

      Section 1.  Certificates  of Shares.  Each  Shareholder of any Series of
the Trust may be issued a certificate or  certificates  for his Shares of that
Series,  in  such  form  as the  Board  of  Trustees  may  from  time  to time
prescribe,  but only if and to the extent and on the  conditions  described by
the Board.

      Section  2.   Transfer  of  Shares.   Shares  of  any  Series  shall  be
transferable  on the books of the Trust by the holder  thereof in person or by
his duly  authorized  attorney or legal  representative,  upon  surrender  and
cancellation  of  certificates,  if any, for the same number of Shares of that
Series,  duly endorsed or accompanied by proper  instruments of assignment and
transfer,  with such proof of the  authenticity  of the signature as the Trust
or its agent may reasonably  require; in the case of shares not represented by
certificates,  the same or similar requirements may be imposed by the Board of
Trustees.

      Section 3. Share  Ledgers.  The share  ledgers of the Trust,  containing
the name and  address  of the  Shareholders  of each  Series and the number of
shares  of  that  Series,  held  by them  respectively,  shall  be kept at the
principal  offices of the Trust or, if the Trust employs a transfer  agent, at
the offices of the transfer agent of the Trust.

      Section  4.  Lost,  Stolen  or  Destroyed  Certificates.  The  Board  of
Trustees may  determine the  conditions  upon which a new  certificate  may be
issued in place of a  certificate  which is alleged to have been lost,  stolen
or  destroyed;  and  may,  in  their  discretion,  require  the  owner of such
certificate or his legal  representative  to give bond, with sufficient surety
to the  Trust  and the  transfer  agent,  if any,  to  indemnify  it and  such
transfer  agent  against any and all loss or claims  which may arise by reason
of the issue of a new  certificate in the place of the one so lost,  stolen or
destroyed.

                                  ARTICLE V

                                     SEAL

      The Board of Trustees  shall  provide a suitable  seal of the Trust,  in
such form and bearing such inscriptions as it may determine.

                                  ARTICLE VI

                                 FISCAL YEAR

      The fiscal year of the Trust shall be fixed by the Board of Trustees.

                                 ARTICLE VII

                             AMENDMENT OF BY-LAWS

      The By-Laws of the Trust may be altered,  amended,  added to or repealed
by the  Shareholders or by majority vote of the entire Board of Trustees,  but
any such  alteration,  amendment,  addition or repeal of the By-Laws by action
of the Board of Trustees may be altered or repealed by the Shareholders.