Form N-14 Cover Page

DEL AM 1 formn14.htm N-14 COVER PAGE Form N-14 Cover Page

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As filed with the Securities and Exchange Commission on August 21, 2007 OMB APPROVAL
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Registration No. 333-144564 OMB Number: 3235-0336
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /

PRE-EFFECTIVE AMENDMENT NO. 2 / X /

POST-EFFECTIVE AMENDMENT NO. __ / /

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

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

303-768-3200
(Registrant's Area Code and Telephone Number)

Robert G. Zack, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, New York 10148
(212) 323-0250
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes effective.
(Approximate Date of Proposed Public Offering)

Title of Securities Being Registered: Class A, Class B, Class C, Class N
and Class Y shares of Oppenheimer Capital Appreciation Fund.

No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940, as amended.

The Registrant hereby amends this Registration Statement on such date as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Parts A, B and C are incorporated herein by reference from the Registration
Statement filed on August 9, 2007.

SIGNATURES

As required by the Securities Act of 1933, as amended, this registration
statement has been signed on behalf of the registrant, in the City of New York
and State of New York, on the 21st day of August, 2007.

Oppenheimer Capital Appreciation Fund

By: /s/ John V. Murphy*
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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/ Brian F. Wruble* Chairman of the
Brian F. Wruble Board of Trustees August 21, 2007

/s/ John V. Murphy* President, Principal
John V. Murphy Executive Officer and Trustee August 21, 2007

/s/ Brian W. Wixted* Treasurer, Principal August 21, 2007
Brian W. Wixted Financial & Accounting Officer

/s/ David K. Downes* Trustee August 21, 2007
David K. Downes

/s/ Matthew P. Fink* Trustee August 21, 2007
Matthew P.Fink

/s/ Robert G. Galli* Trustee August 21, 2007
Robert G. Galli

/s/ Phillip A. Griffiths* Trustee August 21, 2007
Phillip A. Griffiths

/s/ Mary F. Miller* Trustee August 21, 2007
Mary F. Miller

/s/ Joel W. Motley* Trustee August 21, 2007
Joel W. Motley

/s/ Russell S. Reynolds, Jr.* Trustee August 21, 2007
Russell S. Reynolds, Jr.

/s/ Joseph M. Wikler* Trustee August 21, 2007
Joseph M. Wikler

/s/ Peter I. Wold* Trustee August 21, 2007
Peter I. Wold

*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact