Registration No. 811-3105

File No. 2-69719

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No. _____	o
Post-Effective Amendment No. 59	x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No. 52	x

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

6803 South Tucson Way, Centennial, CO 80112-3924

(Address of Principal Executive Offices)       (Zip Code)

(303) 768-3200

(Registrant’s Telephone Number, including Area Code)

Arthur S. Gabinet, Esq.

OppenheimerFunds, Inc.

Two World Financial Center, 225 Liberty Street,

New York, NY 10281-1008

(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

x immediately upon filing pursuant to paragraph (b)

o on __________ pursuant to paragraph (b)

o 60 days after filing pursuant to paragraph (a)(1)

o on _______________ pursuant to paragraph (a)(1)

o 75 days after filing pursuant to paragraph (a)(2)

o on _______________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

o This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

SIGNATURES
 

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 13th day of January, 2012.

OPPENHEIMER CAPITAL APPRECIATION FUND
	By:	William F. Glavin, Jr.*
		William F. Glavin, Jr.*, President,  Principal Executive Officer and Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated:

Signatures	Title	Date
Brian F. Wruble*	Chairman of the Board of Trustees	January 13, 2012
Brian F. Wruble
William F. Glavin, Jr.*	President, Principal Executive	January 13, 2012
William F. Glavin, Jr.	Officer
Brian W. Wixted*	Treasurer, Principal	January 13, 2012
Brian W. Wixted	Financial & Accounting Officer
David K. Downes*	Trustee	January 13, 2012
David K. Downes
Matthew P. Fink*	Trustee	January 13, 2012
Matthew P. Fink
Phillip A. Griffiths*	Trustee	January 13, 2012
Phillip A. Griffiths
Mary F. Miller*	Trustee	January 13, 2012
Mary F. Miller
Joel W. Motley*	Trustee	January 13, 2012
Joel W. Motley
Mary Ann Tynan*	Trustee	January 13, 2012
Mary Ann Tynan
Joseph M. Wikler*	Trustee	January 13, 2012
Joseph M. Wikler
Peter I. Wold*	Trustee	January 13, 2012
Peter I. Wold

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

EXHIBIT INDEX

Exhibit No.	Description
Ex-101.INS	XBRL Instance Document
Ex-101.SCH	XBRL Taxonomy Extension Schema Document
Ex-101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
Ex-101.DEF	XBRL Taxonomy Extension Definition Linkbase
Ex-101.LAB	XBRL Taxonomy Extension Labels Linkbase
Ex-101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document