FORM N-14/A CAPITAL APPRECIATION FUND

N-14/A 1 capappgrowthn14a090607.htm OPPENHEIMER CAPITAL APPRECIATION FUND N-14/A FORM N-14/A CAPITAL APPRECIATION FUND

As filed with the Securities and Exchange Commission on September 6, 2007
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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. 6 / 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 correct an
administrative error; to appropriately add share class identifiers for Capital
Appreciation Fund in the Edgar filing. There are no other changes included in
the filing.

Part A is incorporated herein by reference from the Registration Statement
filed on August 17, 2007. Part B, C and Exhibits 14(i) and 14(ii) are
incorporated herein by reference from the Registration Statement filed on August
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 5th day of September, 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 September 5, 2007

/s/ John V. Murphy* President, Principal
John V. Murphy Executive Officer and Trustee September 5, 2007

/s/ Brian W. Wixted* Treasurer, Principal September 5, 2007
Brian W. Wixted Financial & Accounting Officer

/s/ David K. Downes* Trustee September 5, 2007
David K. Downes

/s/ Matthew P. Fink* Trustee September 5, 2007
Matthew P.Fink

/s/ Robert G. Galli* Trustee September 5, 2007
Robert G. Galli

/s/ Phillip A. Griffiths* Trustee September 5, 2007
Phillip A. Griffiths

/s/ Mary F. Miller* Trustee September 5, 2007
Mary F. Miller

/s/ Joel W. Motley* Trustee September 5, 2007
Joel W. Motley

/s/ Russell S. Reynolds, Jr.* Trustee September 5, 2007
Russell S. Reynolds, Jr.

/s/ Joseph M. Wikler* Trustee September 5, 2007
Joseph M. Wikler

/s/ Peter I. Wold* Trustee September 5, 2007
Peter I. Wold

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