N-14 Facing Page, Part B

N-14/A 1 n14partb.htm N-14 FACING PAGE, PART B N-14 Facing Page, Part B

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

As filed with the Securities and Exchange Commission on August 23, 2007 OMB APPROVAL

---------------------------
---------------------------
Registration No. 333-144564 OMB Number: 3235-0336
Expires March 31, 2008
Estimated average burden
hours per response 1312.9
---------------------------

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. 3 / 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
(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.

This Pre-Effective Amendment is being filed solely to revise Part B of the
Registration Statement to incorporate by reference the semi-annual reports of
Capital Appreciation Fund and Emerging Technologies Fund, dated February 28,
2007 and April 30, 2007, respectively.

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

STATEMENT OF ADDITIONAL INFORMATION
TO PROSPECTUS AND PROXY STATEMENT
OF
OPPENHEIMER CAPITAL APPRECIATION FUND

PART B

Acquisition of the Assets of
OPPENHEIMER EMERGING TECHNOLOGIES FUND

By and in exchange for Shares of
OPPENHEIMER CAPITAL APPRECIATION FUND

This Statement of Additional Information to this Prospectus and Proxy
Statement (the "SAI") relates specifically to the proposed delivery of
substantially all of the assets of Oppenheimer Emerging Technologies Fund
("Emerging Technologies Fund") for Class A, Class B, Class C, Class N and Class
Y shares of Oppenheimer Capital Appreciation Fund ("Capital Appreciation Fund")
(the "Reorganization").

This SAI consists of this Cover Page and the following documents which are
incorporated into this SAI by reference: (i) the Statement of Additional
Information of Emerging Technologies Fund dated February 28, 2007, as
supplemented May 21, 2007 ; (ii) the Statement of Additional Information of
Capital Appreciation Fund dated October 26, 2006, as supplemented November 24,
2006 and December 15, 2006, which includes audited financial statements of
Capital Appreciation Fund for the 12-month period ended August 31, 2006; (iii)
the semi-annual report of Capital Appreciation Fund, which includes unaudited
financial statements for the 6-month period ended February 28, 2007; (iv) the
annual report of Emerging Technologies Fund which includes audited financial
statements of Emerging Technologies Fund for the 12-month period ended October
31, 2006; and (v) the semi-annual report of Emerging Technologies Fund, which
includes unaudited financial statements for the 6-month period ended April 30,
2007.

This SAI is not a Prospectus; you should read this SAI in conjunction with
the combined Prospectus and Proxy Statement dated August 30, 2007 relating to
the Reorganization. You can request a copy of the Prospectus and Proxy Statement
by calling 1.800.647.1963 or by writing OppenheimerFunds Services at P.O. Box
5270, Denver, Colorado 80217. The date of this SAI is August 30, 2007.

PRO FORMA FINANCIAL STATEMENTS

Pro forma financial statements demonstrating the effect of the
Reorganization on Capital Appreciation Fund are not necessary because the net
asset value of Emerging Technologies Fund does not exceed ten percent of the net
asset value of Capital Appreciation Fund as of June 30, 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 23rd day of August, 2007.

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/ Brian F. Wruble* Chairman of the

Brian F. Wruble Board of Trustees August 23, 2007

/s/ John V. Murphy* President, Principal

John V. Murphy Executive Officer and Trustee August 23, 2007

/s/ Brian W. Wixted* Treasurer, Principal August 23, 2007

Brian W. Wixted Financial & Accounting Officer

/s/ David K. Downes* Trustee August 23, 2007

David K. Downes

/s/ Matthew P. Fink* Trustee August 23, 2007

Matthew P.Fink

/s/ Robert G. Galli* Trustee August 23, 2007

Robert G. Galli

/s/ Phillip A. Griffiths* Trustee August 23, 2007

Phillip A. Griffiths

/s/ Mary F. Miller* Trustee August 23, 2007

Mary F. Miller

/s/ Joel W. Motley* Trustee August 23, 2007

Joel W. Motley

/s/ Russell S. Reynolds, Jr.* Trustee August 23, 2007
Russell S. Reynolds, Jr.

/s/ Joseph M. Wikler* Trustee August 23, 2007

Joseph M. Wikler

/s/ Peter I. Wold* Trustee August 23, 2007

Peter I. Wold

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