N-CSRS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-3105

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) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: August 31

Date of reporting period: 02/28/2010

Item 1. Reports to Stockholders.

February 28, 2010 Oppenheimer            Management Capit al            Commentaries and Appreciation Fund            Semiannual Report MANAGEMENT COMMENTARIES An Interview with Your Fund’s Manager SEMIANNUAL REPORT Listing of Top Holdings Listing of Investments Financial Statements In the Barron’s/Lipper Best Mutual Fund Families Survey, based on 2009 performance, OppenheimerFunds was ranked 7 out of 61 mutual fund families. Source: “Best Mutual Fund Families,” Barron’s, February 1, 2010. See page 2 for specific information on the methodology used to determine the rankings in the Barron’s/Lipper Best Mutual Fund Families survey. Past performance does not guarantee future results.

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries
Computers & Peripherals	6.8	%
Software	6.4
Communications Equipment	5.8
Internet Software & Services	5.3
IT Services	5.0
Oil, Gas & Consumable Fuels	4.8
Semiconductors & Semiconductor Equipment	4.7
Chemicals	4.4
Diversified Financial Services	4.1
Health Care Equipment & Supplies	3.9

Portfolio holdings and allocations are subject to change. Percentages are as of February 28, 2010, and are based on net assets.

Top Ten Common Stock Holdings
Google, Inc., Cl. A	3.8	%
Hewlett-Packard Co.	3.1
QUALCOMM, Inc.	3.0
Apple, Inc.	2.8
Visa, Inc., Cl. A	2.2
Express Scripts, Inc.	2.0
Oracle Corp.	2.0
Baxter International, Inc.	2.0
Research in Motion Ltd.	1.9
Occidental Petroleum Corp.	1.9

Portfolio holdings and allocations are subject to change. Percentages are as of February 28, 2010, and are based on net assets. For more current Top 10 Fund holdings, please visit www.oppenheimerfunds.com.

8 | OPPENHEIMER CAPITAL APPRECIATION FUND

Sector Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of February 28, 2010, and are based on the total market value of common stocks.

9 | OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, expenses and other charges carefully before investing. The Fund’s prospectus and, if available, the Fund’s summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus and, if available, the summary prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 1/22/81. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 11/1/95. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 12/1/93. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 11/3/97. Class Y shares are offered only to fee-based clients of dealers that have a special agreement with the Distributor, to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

10 | OPPENHEIMER CAPITAL APPRECIATION FUND

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended February 28, 2010.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

11 | OPPENHEIMER CAPITAL APPRECIATION FUND

FUND EXPENSES Continued

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	September 1, 2009		February 28, 2010		February 28, 2010
Actual
Class A	$	1,000.00	$	1,096.30	$	6.20
Class B		1,000.00		1,092.00		10.48
Class C		1,000.00		1,092.10		10.21
Class N		1,000.00		1,096.30		6.31
Class Y		1,000.00		1,098.40		4.07
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,018.89		5.97
Class B		1,000.00		1,014.83		10.09
Class C		1,000.00		1,015.08		9.84
Class N		1,000.00		1,018.79		6.07
Class Y		1,000.00		1,020.93		3.92

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended February 28, 2010 are as follows:

Class	Expense Ratios
Class A		1.19	%
Class B		2.01
Class C		1.96
Class N		1.21
Class Y		0.78

The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

12 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS February 28, 2010 / Unaudited

	Shares		Value
Common Stocks—98.5%
Consumer Discretionary—9.9%
Diversified Consumer Services—1.2%
Apollo Group, Inc., Cl. A1		1,124,338	$	67,325,359
Hotels, Restaurants & Leisure—0.6%
McDonald’s Corp.		559,170		35,703,005
Internet & Catalog Retail—1.1%
Amazon.com, Inc.1		505,715		59,876,656
Media—2.6%
Cablevision Systems Corp. New York Group, Cl. A		2,272,325		54,717,586
Madison Square Garden, Inc., Cl. A1		568,081		11,077,580
McGraw-Hill Cos., Inc. (The)		1,149,150		39,300,930
Walt Disney Co. (The)		1,350,900		42,202,116
				147,298,212
Specialty Retail—1.4%
Bed Bath & Beyond, Inc.1		1,397,560		58,152,472
Staples, Inc.		918,850		23,669,576
				81,822,048
Textiles, Apparel & Luxury Goods—3.0%
Coach, Inc.		2,200,510		80,186,584
Nike, Inc., Cl. B		802,200		54,228,720
Polo Ralph Lauren Corp., Cl. A		499,265		39,906,251
				174,321,555
Consumer Staples—8.1%
Beverages—1.8%
PepsiCo, Inc.		1,683,410		105,162,623
Food & Staples Retailing—2.1%
Wal-Mart Stores, Inc.		1,750,170		94,631,692
Walgreen Co.		717,330		25,278,709
				119,910,401
Food Products—2.3%
Nestle SA		1,925,002		95,779,713
Unilever NV CVA		1,206,500		36,306,713
				132,086,426
Household Products—0.9%
Colgate-Palmolive Co.		640,730		53,142,146
Tobacco—1.0%
Philip Morris International, Inc.		1,157,230		56,681,125
Energy—8.0%
Energy Equipment & Services—3.2%
Cameron International Corp.1		1,156,170		47,553,272
Halliburton Co.		1,846,340		55,667,151
Schlumberger Ltd.		1,273,116		77,787,388
				181,007,811
Oil, Gas & Consumable Fuels—4.8%
Apache Corp.		581,830		60,300,861
Cobalt International Energy, Inc.1		1,202,490		14,838,727
EOG Resources, Inc.		257,700		24,236,685
Occidental Petroleum Corp.		1,361,462		108,712,741
Range Resources Corp.		761,683		38,548,777
Southwestern Energy Co.1		706,980		30,081,999
				276,719,790
Financials—8.5%
Capital Markets—3.2%
Charles Schwab Corp. (The)		2,516,730		46,081,326
Credit Suisse Group AG		1,162,580		51,622,123
Goldman Sachs Group, Inc. (The)		383,744		59,998,374
T. Rowe Price Group, Inc.		477,410		24,199,913
				181,901,736
Commercial Banks—0.6%
Wells Fargo & Co.		1,333,980		36,471,013
Diversified Financial Services—4.1%
BM&F BOVESPA SA		6,421,370		41,822,497
CME Group, Inc.		80,870		24,397,670
Intercontinental Exchange, Inc.1		775,750		83,230,218
JPMorgan Chase & Co.		1,349,190		56,625,504
MSCI, Inc., Cl. A1		905,320		27,141,494
				233,217,383

F1 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Real Estate Management & Development—0.6%
Jones Lang LaSalle, Inc.		520,520	$	33,151,919
Health Care—16.1%
Biotechnology—3.8%
Amgen, Inc.1		883,250		50,000,783
Celgene Corp.1		1,370,990		81,601,325
Gilead Sciences, Inc.1		1,828,458		87,052,885
				218,654,993
Health Care Equipment & Supplies—3.9%
Baxter International, Inc.		1,964,560		111,842,401
Dentsply International, Inc.		1,230,590		40,720,223
St. Jude Medical, Inc.1		730,080		27,903,658
Stryker Corp.		818,280		43,450,668
				223,916,950
Health Care Providers & Services—3.6%
Express Scripts, Inc.1		1,189,060		114,161,651
Medco Health Solutions, Inc.1		811,680		51,330,643
Schein (Henry), Inc.1		736,367		41,847,737
				207,340,031
Life Sciences Tools & Services—1.4%
Thermo Fisher Scientific, Inc.1		1,578,307		76,974,032
Pharmaceuticals—3.4%
Allergan, Inc.		1,088,174		63,582,007
Novo Nordisk AS, Cl. B		511,830		36,147,245
Roche Holding AG		327,997		54,775,575
Shire plc		1,823,518		39,121,860
				193,626,687
Industrials—6.0%
Aerospace & Defense—2.3%
General Dynamics Corp.		495,878		35,975,949
Goodrich Corp.		507,730		33,322,320
Lockheed Martin Corp.		803,188		62,455,899
				131,754,168
Construction & Engineering—0.5%
Quanta Services, Inc.1		1,406,550		26,724,450
Electrical Equipment—2.0%
ABB Ltd.		3,953,149		79,964,559
First Solar, Inc.1		302,240		32,007,216
				111,971,775
Machinery—0.6%
Joy Global, Inc.		716,630		36,404,804
Professional Services—0.3%
Verisk Analytics, Inc., Cl. A1		615,160		17,409,028
Road & Rail—0.3%
Union Pacific Corp.		301,480		20,310,708
Information Technology—34.4%
Communications Equipment—5.8%
Juniper Networks, Inc.1		1,864,940		52,181,021
QUALCOMM, Inc.		4,623,570		169,638,783
Research in Motion Ltd.1		1,536,889		108,934,692
				330,754,496
Computers & Peripherals—6.8%
Apple, Inc.1		786,400		160,913,168
Hewlett-Packard Co.		3,445,200		174,981,708
NetApp, Inc.1		1,700,300		51,026,003
				386,920,879
Electronic Equipment & Instruments—0.4%
Corning, Inc.		1,471,710		25,946,247
Internet Software & Services—5.3%
eBay, Inc.1		3,758,680		86,524,814
Google, Inc., Cl. A1		412,426		217,266,017
				303,790,831
IT Services—5.0%
Cognizant Technology Solutions Corp.1		495,070		23,827,719
MasterCard, Inc., Cl. A		443,260		99,454,246
Visa, Inc., Cl. A		1,494,380		127,440,726
Western Union Co.		2,222,490		35,070,892
				285,793,583

F2 | OPPENHEIMER CAPITAL APPRECIATION FUND

	Shares			Value
Semiconductors & Semiconductor Equipment—4.7%
Broadcom Corp., Cl. A		2,774,015		$	86,882,150
MEMC Electronic Materials, Inc.1		3,174,280			38,440,531
NVIDIA Corp.1		5,213,720			84,462,264
Texas Instruments, Inc.		2,351,220			57,322,744
					267,107,689
Software—6.4%
Adobe Systems, Inc.1		2,779,890			96,323,189
Microsoft Corp.		3,111,256			89,168,597
Nintendo Co. Ltd.		143,970			39,166,581
Oracle Corp.		4,601,290			113,421,799
Salesforce.com, Inc.1		461,864			31,383,659
					369,463,825
Materials—5.0%
Chemicals—4.4%
Celanese Corp., Series A		1,048,800			32,712,072
Monsanto Co.		1,403,123			99,130,640
Potash Corp. of Saskatchewan, Inc.		466,350			51,513,021
Praxair, Inc.		946,185			71,096,341
					254,452,074
Metals & Mining—0.6%
Xstrata plc1		2,177,100			34,192,507
Telecommunication Services—2.5%
Wireless Telecommunication Services—2.5%
Crown Castle
International Corp.1		2,180,829			82,435,336
NII Holdings, Inc.1		1,594,003			59,647,589
					142,082,925
Total Common Stocks (Cost $4,345,778,541)					5,641,391,890
Investment Companies—1.6%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%2,3		20,383			20,383
Oppenheimer Institutional Money Market Fund, Cl. E, 0.18%2,4		89,962,369			89,962,369
Total Investment Companies (Cost $89,982,752)					89,982,752
Total Investments, at Value (Cost $4,435,761,293)		100.1	%		5,731,374,642
Liabilities in Excess of Other Assets		(0.1	)		(7,549,915	)
Net Assets		100.0	%	$	5,723,824,727

Footnotes to Statement of Investments
1.	Non-income producing security.
2.	Rate shown is the 7-day yield as of February 28, 2010.
3.	Interest rate is less than 0.0005%.
4.	Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended February 28, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares		Gross		Gross		Shares
	August 31, 2009		Additions		Reductions		February 28, 2010
Oppenheimer Institutional Money Market Fund, Cl. E		90,535,396		687,694,690		688,267,717		89,962,369

	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	89,962,369	$	91,440

F3 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments Continued

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of February 28, 2010 based on valuation input level:

			Level 2—
			Other		Level 3—
	Level 1—		Significant		Significant
	Unadjusted		Observable		Unobservable
	Quoted Prices		Inputs		Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	566,346,835	$	—	$	—	$	566,346,835
Consumer Staples		466,982,721		—		—		466,982,721
Energy		457,727,601		—		—		457,727,601
Financials		484,742,051		—		—		484,742,051
Health Care		920,512,693		—		—		920,512,693
Industrials		344,574,933		—		—		344,574,933
Information Technology		1,969,777,550		—		—		1,969,777,550
Materials		288,644,581		—		—		288,644,581
Telecommunication Services		142,082,925		—		—		142,082,925
Investment Companies		89,982,752		—		—		89,982,752
Total Assets	$	5,731,374,642	$	—	$	—	$	5,731,374,642

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.

See accompanying Notes to Financial Statements.

F4 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

February 28, 2010
Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $4,345,798,924)	$	5,641,412,273
Affiliated companies (cost $89,962,369)		89,962,369
		5,731,374,642
Cash		1,050,000
Receivables and other assets:
Dividends		7,848,475
Investments sold		5,726,400
Other		753,544
Total assets		5,746,753,061
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		11,530,334
Investments purchased		5,776,616
Trustees’ compensation		1,832,957
Distribution and service plan fees		1,831,253
Transfer and shareholder servicing agent fees		1,406,955
Shareholder communications		457,939
Other		92,280
Total liabilities		22,928,334
Net Assets	$	5,723,824,727
Composition of Net Assets
Par value of shares of beneficial interest	$	148,995
Additional paid-in capital		6,256,144,589
Accumulated net investment loss		(13,028,334	)
Accumulated net realized loss on investments and foreign currency transactions		(1,815,009,306	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		1,295,568,783
Net Assets	$	5,723,824,727

F5 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $3,649,135,982 and 93,966,235 shares of beneficial interest outstanding)	$	38.83
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	41.20
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $335,776,811 and 9,719,819 shares of beneficial interest outstanding)	$	34.55
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $461,117,197 and 13,451,580 shares of beneficial interest outstanding)	$	34.28
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $155,167,559 and 4,091,343 shares of beneficial interest outstanding)	$	37.93
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $1,122,627,178 and 27,766,030 shares of beneficial interest outstanding)	$	40.43

See accompanying Notes to Financial Statements.

F6 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended February 28, 2010
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $102,751)	$	23,847,003
Affiliated companies		91,440
Interest		643
Other income		252,617
Total investment income		24,191,703
Expenses
Management fees		16,847,736
Distribution and service plan fees:
Class A		4,416,890
Class B		1,753,241
Class C		2,319,891
Class N		391,594
Transfer and shareholder servicing agent fees:
Class A		6,265,677
Class B		1,038,278
Class C		837,943
Class N		115,156
Class Y		909,330
Shareholder communications:
Class A		401,355
Class B		105,895
Class C		57,807
Class N		9,278
Class Y		119,900
Trustees’ compensation		84,879
Custodian fees and expenses		64,867
Other		126,512
Total expenses		35,866,229
Less waivers and reimbursements of expenses		(509,537	)
Net expenses		35,356,692
Net Investment Loss		(11,164,989	)

F7 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF OPERATIONS Unaudited / Continued

Realized and Unrealized Gain (Loss)
Net realized gain on:
Investments from unaffiliated companies	$	184,797,188
Foreign currency transactions		2,629,818
Net realized gain		187,427,006
Net change in unrealized appreciation (depreciation) on:
Investments		362,168,348
Translation of assets and liabilities denominated in foreign currencies		(7,829,283	)
Net change in unrealized appreciation		354,339,065
Net Increase in Net Assets Resulting from Operations	$	530,601,082

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months
	Ended			Year
	February 28, 2010			Ended
	(Unaudited)			August 31, 2009
Operations
Net investment loss	$	(11,164,989	)	$	(8,886,253	)
Net realized gain (loss)		187,427,006			(1,504,992,482	)
Net change in unrealized appreciation		354,339,065			(504,475,455	)
Net increase (decrease) in net assets resulting from operations		530,601,082			(2,018,354,190	)
Beneficial Interest Transactions
Net decrease in net assets resulting from beneficial interest transactions:
Class A		(290,296,624	)		(656,002,886	)
Class B		(50,746,833	)		(98,574,418	)
Class C		(28,039,117	)		(65,390,159	)
Class N		(12,007,778	)		(34,794,669	)
Class Y		(21,334,264	)		(57,933,876	)
		(402,424,616	)		(912,696,008	)
Net Assets
Total increase (decrease)		128,176,466			(2,931,050,198	)
Beginning of period		5,595,648,261			8,526,698,459
End of period (including accumulated net investment loss of $13,028,334 and $1,863,345, respectively)	$	5,723,824,727		$	5,595,648,261

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS

	Six Months
	Ended
	February 28, 2010												Year Ended August 31,
Class A	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	35.42		$	45.49		$	50.67		$	43.08		$	41.45		$	37.57
Income (loss) from investment operations:
Net investment income (loss)1		(.07	)		(.04	)		(.09	)		(.13	)		(.12	)		.26	2
Net realized and unrealized gain (loss)		3.48			(10.03	)		(4.00	)		7.72			2.00			3.62
Total from investment operations		3.41			(10.07	)		(4.09	)		7.59			1.88			3.88
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			(.25	)		—
Distributions from net realized gain		—			—			(1.09	)		—			—			—
Total dividends and/or distributions to shareholders		—			—			(1.09	)		—			(.25	)		—
Net asset value, end of period	$	38.83		$	35.42		$	45.49		$	50.67		$	43.08		$	41.45
Total Return, at Net Asset Value3		9.63	%		(22.14	)%		(8.33	)%		17.62	%		4.53	%		10.33	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,649,136		$	3,596,953		$	5,570,287		$	5,437,581		$	5,278,253		$	5,633,688
Average net assets (in thousands)	$	3,741,075		$	3,413,157		$	6,174,248		$	5,386,165		$	5,569,912		$	5,597,821
Ratios to average net assets:4
Net investment income (loss)		(0.35	)%		(0.12	)%		(0.18	)%		(0.27	)%		(0.28	)%		0.64	%2
Total expenses		1.19	%5		1.28	%5		1.07	%5		1.05	%5		1.07	%		1.06	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.19	%		1.19	%		1.07	%		1.05	%		1.07	%		1.06	%
Portfolio turnover rate		22	%		60	%		64	%		51	%		83	%		38	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Net investment income per share and the net investment income ratio include $.17 and 0.43%, respectively, resulting from a special dividend from Microsoft Corp. in November 2004.
3.	Assumes an initial 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 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 less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2010	1.19	%
Year Ended August 31, 2009	1.28	%
Year Ended August 31, 2008	1.07	%
Year Ended August 31, 2007	1.05	%

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER CAPITAL APPRECIATION FUND

	Six Months
	Ended
	February 28, 2010												Year Ended August 31,
Class B	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	31.64		$	40.95		$	46.05		$	39.47		$	38.08		$	34.82
Income (loss) from investment operations:
Net investment loss1		(.19	)		(.25	)		(.42	)		(.46	)		(.45	)		(.08	)2
Net realized and unrealized gain (loss)		3.10			(9.06	)		(3.59	)		7.04			1.84			3.34
Total from investment operations		2.91			(9.31	)		(4.01	)		6.58			1.39			3.26
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—			—
Distributions from net realized gain		—			—			(1.09	)		—			—			—
Total dividends and/or distributions to shareholders		—			—			(1.09	)		—			—			—
Net asset value, end of period	$	34.55		$	31.64		$	40.95		$	46.05		$	39.47		$	38.08
Total Return, at Net Asset Value3		9.20	%		(22.74	)%		(9.01	)%		16.67	%		3.65	%		9.36	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	335,777		$	355,286		$	602,981		$	723,519		$	851,836		$	1,041,045
Average net assets (in thousands)	$	354,511		$	350,743		$	731,493		$	806,550		$	964,658		$	1,099,380
Ratios to average net assets:4
Net investment loss		(1.14	)%		(0.91	)%		(0.94	)%		(1.06	)%		(1.13	)%		(0.21	)%2
Total expenses		2.24	%5		2.20	%5		1.83	%5		1.86	%5		1.93	%		1.93	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.01	%		1.97	%		1.83	%		1.86	%		1.92	%		1.93	%
Portfolio turnover rate		22	%		60	%		64	%		51	%		83	%		38	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Net investment income per share and the net investment income ratio include $.16 and 0.43%, respectively, resulting from a special dividend from Microsoft Corp. in November 2004.
3.	Assumes an initial 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 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 less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2010	2.24	%
Year Ended August 31, 2009	2.20	%
Year Ended August 31, 2008	1.83	%
Year Ended August 31, 2007	1.86	%

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended
	February 28, 2010												Year Ended August 31,
Class C	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	31.39		$	40.62		$	45.68		$	39.14		$	37.73		$	34.47
Income (loss) from investment operations:
Net investment loss1		(.19	)		(.24	)		(.40	)		(.44	)		(.41	)		(.05	)2
Net realized and unrealized gain (loss)		3.08			(8.99	)		(3.57	)		6.98			1.82			3.31
Total from investment operations		2.89			(9.23	)		(3.97	)		6.54			1.41			3.26
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—			—
Distributions from net realized gain		—			—			(1.09	)		—			—			—
Total dividends and/or distributions to shareholders		—			—			(1.09	)		—			—			—
Net asset value, end of period	$	34.28		$	31.39		$	40.62		$	45.68		$	39.14		$	37.73
Total Return, at Net Asset Value3		9.21	%		(22.72	)%		(9.00	)%		16.71	%		3.74	%		9.46	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	461,117		$	448,301		$	679,778		$	687,083		$	646,333		$	691,467
Average net assets (in thousands)	$	468,274		$	420,699		$	742,287		$	678,427		$	684,056		$	681,646
Ratios to average net assets:4
Net investment loss		(1.12	)%		(0.89	)%		(0.92	)%		(1.02	)%		(1.05	)%		(0.14	)%2
Total expenses		1.98	%5		2.01	%5		1.81	%5		1.81	%5		1.84	%		1.84	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.96	%		1.95	%		1.81	%		1.81	%		1.84	%		1.84	%
Portfolio turnover rate		22	%		60	%		64	%		51	%		83	%		38	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Net investment income per share and the net investment income ratio include $.16 and 0.43%, respectively, resulting from a special dividend from Microsoft Corp. in November 2004.
3.	Assumes an initial 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 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 less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2010	1.98	%
Year Ended August 31, 2009	2.01	%
Year Ended August 31, 2008	1.81	%
Year Ended August 31, 2007	1.81	%

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER CAPITAL APPRECIATION FUND

	Six Months
	Ended
	February 28, 2010												Year Ended August 31,
Class N	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	34.60		$	44.55		$	49.80		$	42.49		$	40.91		$	37.21
Income (loss) from investment operations:
Net investment income (loss)1		(.07	)		(.12	)		(.25	)		(.28	)		(.27	)		.11	2
Net realized and unrealized gain (loss)		3.40			(9.83	)		(3.91	)		7.59			1.98			3.59
Total from investment operations		3.33			(9.95	)		(4.16	)		7.31			1.71			3.70
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			(.13	)		—
Distributions from net realized gain		—			—			(1.09	)		—			—			—
Total dividends and/or distributions to shareholders		—			—			(1.09	)		—			(.13	)		—
Net asset value, end of period	$	37.93		$	34.60		$	44.55		$	49.80		$	42.49		$	40.91
Total Return, at Net Asset Value3		9.63	%		(22.33	)%		(8.63	)%		17.20	%		4.16	%		9.94	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	155,168		$	152,558		$	251,081		$	241,593		$	250,167		$	245,932
Average net assets (in thousands)	$	159,229		$	150,598		$	277,096		$	257,444		$	253,590		$	221,007
Ratios to average net assets:4
Net investment income (loss)		(0.39	)%		(0.40	)%		(0.52	)%		(0.60	)%		(0.63	)%		0.27	%2
Total expenses		1.25	%5		1.77	%5		1.42	%5		1.39	%5		1.42	%		1.42	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.21	%		1.45	%		1.40	%		1.39	%		1.42	%		1.42	%
Portfolio turnover rate		22	%		60	%		64	%		51	%		83	%		38	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Net investment income per share and the net investment income ratio include $.17 and 0.43%, respectively, resulting from a special dividend from Microsoft Corp. in November 2004.
3.	Assumes an initial 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 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 less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2010	1.25	%
Year Ended August 31, 2009	1.77	%
Year Ended August 31, 2008	1.42	%
Year Ended August 31, 2007	1.39	%

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER CAPITAL APPRECIATION FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended
	February 28, 2010												Year Ended August 31,
Class Y	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	36.81		$	47.07		$	52.20		$	44.21		$	42.52		$	38.40
Income (loss) from investment operations:
Net investment income1		.01			.09			.10			.07			.05			.45	2
Net realized and unrealized gain (loss)		3.61			(10.35	)		(4.14	)		7.92			2.05			3.67
Total from investment operations		3.62			(10.26	)		(4.04	)		7.99			2.10			4.12
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			(.41	)		—
Distributions from net realized gain		—			—			(1.09	)		—			—			—
Total dividends and/or distributions to shareholders		—			—			(1.09	)		—			(.41	)		—
Net asset value, end of period	$	40.43		$	36.81		$	47.07		$	52.20		$	44.21		$	42.52
Total Return, at Net Asset Value3		9.84	%		(21.80	)%		(7.99	)%		18.07	%		4.93	%		10.73	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,122,627		$	1,042,550		$	1,422,571		$	1,056,211		$	649,143		$	1,186,649
Average net assets (in thousands)	$	1,098,869		$	974,326		$	1,259,666		$	865,096		$	766,929		$	1,210,587
Ratios to average net assets:4
Net investment income		0.05	%		0.29	%		0.20	%		0.13	%		0.11	%		1.10	%2
Total expenses		0.78	%5		0.81	%5		0.69	%5		0.66	%5		0.70	%		0.69	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.78	%		0.78	%		0.69	%		0.66	%		0.70	%		0.69	%
Portfolio turnover rate		22	%		60	%		64	%		51	%		83	%		38	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Net investment income per share and the net investment income ratio include $.18 and 0.43%, respectively, resulting from a special dividend from Microsoft Corp. in November 2004.
3.	Assumes an initial 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 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 less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended February 28, 2010	0.78	%
Year Ended August 31, 2009	0.81	%
Year Ended August 31, 2008	0.69	%
Year Ended August 31, 2007	0.66	%

See accompanying Notes to Financial Statements.

F14 | OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited

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 adviser 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 72 months 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 trading.

     Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.

     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the official closing prices reported by NASDAQ prior to

F15 | OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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 current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

     Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

     Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities are valued at the mean between the “bid” and “asked” prices.

     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

     In the absence of a readily available unadjusted quoted market price, including for 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 the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

     There have been no significant changes to the fair valuation methodologies of the Fund during the period.

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

F16 | OPPENHEIMER CAPITAL APPRECIATION FUND

     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations 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 appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies 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.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

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 not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

During the fiscal year ended August 31, 2009, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. As of August 31, 2009, the

F17 | OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

Fund had available for federal income tax purposes post-October losses of $1,058,803,396, post-October foreign currency losses of $279,155, and unused capital loss carryforwards as follows:

Expiring
2010	$	160,736,267
2017		681,097,924
Total	$	841,834,191

As of February 28, 2010, the Fund had available for federal income tax purposes an estimated capital loss carryforward of $1,713,489,736 expiring by 2018. This estimated capital loss carryforward represents carryforward as of the end of the last fiscal year, increased for losses deferred under tax accounting rules to the current fiscal year and is increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended February 28, 2010, it is estimated that the Fund will utilize $187,427,006 of capital loss carryforward to offset realized capital gains.

     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.

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 February 28, 2010 are noted in the following table. 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.

Federal tax cost of securities	$	4,558,085,790
Gross unrealized appreciation	$	1,269,638,071
Gross unrealized depreciation		(96,349,219	)
Net unrealized appreciation	$	1,173,288,852

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the six months ended February 28, 2010,

F18 | OPPENHEIMER CAPITAL APPRECIATION FUND

the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	21,571
Payments Made to Retired Trustees		136,635
Accumulated Liability as of February 28, 2010		1,106,939

The Board of Trustees has adopted a compensation deferral 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 compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

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 is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

F19 | OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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.

Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that 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 increases and decreases in net assets from operations 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:

	Six Months Ended February 28, 2010						Year Ended August 31, 2009
	Shares			Amount			Shares			Amount
Class A
Sold		5,968,548		$	227,517,551			19,388,031		$	593,621,162
Redeemed		(13,543,505	)		(517,814,175	)		(40,300,580	)		(1,249,624,048	)
Net decrease		(7,574,957	)	$	(290,296,624	)		(20,912,549	)	$	(656,002,886	)
Class B
Sold		648,818		$	22,158,930			2,295,936		$	61,894,985
Redeemed		(2,158,928	)		(72,905,763	)		(5,792,308	)		(160,469,403	)
Net decrease		(1,510,110	)	$	(50,746,833	)		(3,496,372	)	$	(98,574,418	)
Class C
Sold		776,238		$	26,311,122			2,684,644		$	71,802,199
Redeemed		(1,606,743	)		(54,350,239	)		(5,138,914	)		(137,192,358	)
Net decrease		(830,505	)	$	(28,039,117	)		(2,454,270	)	$	(65,390,159	)
Class N
Sold		483,991		$	17,910,390			1,493,098		$	44,286,447
Redeemed		(801,717	)		(29,918,168	)		(2,720,375	)		(79,081,116	)
Net decrease		(317,726	)	$	(12,007,778	)		(1,227,277	)	$	(34,794,669	)
Class Y
Sold		2,862,487		$	114,269,234			9,635,407		$	305,854,082
Redeemed		(3,420,623	)		(135,603,498	)		(11,530,915	)		(363,787,958	)
Net decrease		(558,136	)	$	(21,334,264	)		(1,895,508	)	$	(57,933,876	)

F20 | OPPENHEIMER CAPITAL APPRECIATION FUND

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended February 28, 2010, were as follows:

	Purchases		Sales
Investment securities	$	1,249,654,275	$	1,654,389,826

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

Fee Schedule
Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $700 million	0.60
Next $1 billion	0.58
Next $2 billion	0.56
Next $2 billion	0.54
Next $2 billion	0.52
Next $2.5 billion	0.50
Over $11 billion	0.48

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 six months ended February 28, 2010, the Fund paid $8,767,472 to OFS for services to the Fund.

     Additionally, Class Y shares are subject to minimum fees of $10,000 annually 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 (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily 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 periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor

F21 | OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Fees and Other Transactions with Affiliates Continued

incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. 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 (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 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% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 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. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at December 31, 2009 were as follows:

Class B	$	31,637,535
Class C		20,046,043
Class N		6,103,709

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 following table for the period indicated.

			Class A		Class B		Class C		Class N
			Contingent		Contingent		Contingent		Contingent
	Class A		Deferred Sales		Deferred Sales		Deferred Sales		Deferred Sales
	Front-End Sales		Charges		Charges		Charges		Charges
Six Months	Charges Retained		Retained by		Retained by		Retained by		Retained by
Ended	by Distributor		Distributor		Distributor		Distributor		Distributor
February 28, 2010	$	487,622	$	1,035	$	357,282	$	13,401	$	1,027

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn after one year from the date of the Fund’s most recent prospectus.

During the six months ended February 28, 2010, OFS waived transfer and shareholder servicing agent fees as follows:

Class B	$	415,223
Class C		31,181
Class N		25,188

F22 | OPPENHEIMER CAPITAL APPRECIATION FUND

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the six months ended February 28, 2010, the Manager waived fees and/or reimbursed the Fund $37,945 for IMMF management fees.

5. Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

     Foreign currency exchange contracts, if any, are reported on a schedule following the Statement of Investments. These contracts will be valued daily based upon the closing prices of the currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

     The Fund has purchased and sold foreign currency exchange contracts of different currencies in order to acquire currencies to pay for related foreign securities purchase transactions, or to convert foreign currencies to U.S. dollars from related foreign securities sale transactions. These foreign currency exchange contracts are negotiated at the current spot exchange rate with settlement typically within two business days thereafter.

     Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received.

As of February 28, 2010, the Fund held no outstanding forward contracts.

6. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

7. Pending Litigation

Since 2009, a number of lawsuits have been filed in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers, trustees and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things,

F23 | OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

7. Pending Litigation Continued

the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.

     In 2009, lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.

     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.

F24 | OPPENHEIMER CAPITAL APPRECIATION FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

     Nature, Quality and Extent of Services. The Board considered information about the nature and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements

13 | OPPENHEIMER CAPITAL APPRECIATION FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Marc Baylin, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load and no-load large-cap growth funds (including both funds advised by the Manager and funds advised by other investment advisers). The Board noted that the Fund’s ten-year performance was better than its peer group median although its one-year, three-year and five-year performance was below its peer group median.

     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund, other large-cap growth funds and other funds with comparable asset levels and distribution features. The Board noted that the Fund’s contractual and actual management fees and total expenses were lower than its peer group median.

14 | OPPENHEIMER CAPITAL APPRECIATION FUND

     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

     Based on its review of the information it received and its evaluations described above, at meetings in June and September 2009, the Board, including a majority of the independent Trustees, decided to continue the Agreement for the period through September 30, 2010. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

15 | OPPENHEIMER CAPITAL APPRECIATION FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

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. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, 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 voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

     The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may 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 1-800-SEC-0330.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus, or, if available, the fund’s summary prospectus, annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

     Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus, or, if available, the summary prospectus, reports and privacy policy within 30 days of receiving your request to stop householding.

16 | OPPENHEIMER CAPITAL APPRECIATION FUND

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable.

b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1. The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2. The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and

whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3. The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

• the name, address, and business, educational, and/or other pertinent background of the person being recommended;

• a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

• any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

• the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

	The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.
4.	Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”
5.	Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 02/28/2010, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)	(1) Not applicable to semiannual reports.
	(2) Exhibits attached hereto.
	(3) Not applicable.
(b)	Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Capital Appreciation Fund

By:	/s/ William F. Glavin, Jr. William F. Glavin, Jr.
	Principal Executive Officer
Date:	04/07/2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ William F. Glavin, Jr. William F. Glavin, Jr.
	Principal Executive Officer
Date:	04/07/2010
By:	/s/ Brian W. Wixted Brian W. Wixted
	Principal Financial Officer
Date:	04/07/2010

EX-99.CERT

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, William F. Glavin, Jr., certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer Capital Appreciation Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 04/07/2010

/s/ William F. Glavin, Jr. William F. Glavin, Jr.

Principal Executive Officer

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, Brian W. Wixted, certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer Capital Appreciation Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 04/07/2010

/s/ Brian W. Wixted Brian W. Wixted

Principal Financial Officer

EX-99.906CERT

EX-99.906CERT

Section 906 Certifications

CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

William F. Glavin, Jr., Principal Executive Officer, and Brian W. Wixted, Principal Financial Officer, of Oppenheimer Capital Appreciation Fund (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended 02/28/2010 (the “Form N-CSR”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Principal Executive Officer	Principal Financial Officer
Oppenheimer Capital	Oppenheimer Capital
Appreciation Fund	Appreciation Fund
/s/ William F. Glavin, Jr. William F. Glavin, Jr.	/s/ Brian W. Wixted Brian W. Wixted
Date: 04/07/2010	Date: 04/07/2010