UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

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)

Arthur S. Gabinet

OFI Global Asset Management, 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: 5/30/2014

Item 1.   Schedule of Investments.

STATEMENT OF INVESTMENTS    May 30, 2014*    Unaudited

	Shares		Value
Common Stocks—98.5%
Consumer Discretionary—16.6%
Auto Components—1.0%
Magna International, Inc.		470,120	$	48,102,678
Hotels, Restaurants & Leisure—1.6%
Chipotle Mexican Grill, Inc.1		110,380		60,387,794
Wynn Resorts Ltd.		93,570		20,114,743
				80,502,537
Household Durables—1.1%
Harman International Industries, Inc.		502,140		52,739,764
Internet & Catalog Retail—2.5%
Amazon.com, Inc.1		119,140		37,237,207
Priceline.com, Inc. (The)1		11,630		14,870,467
TripAdvisor, Inc.1		756,880		73,546,030
				125,653,704
Media—7.2%
Time Warner, Inc.		1,281,222		89,467,732
Twenty-First Century Fox, Inc., Cl. B		3,699,050		127,469,263
Walt Disney Co. (The)		1,705,144		143,249,148
				360,186,143
Specialty Retail—1.9%
Tiffany & Co.		568,219		56,486,651
TJX Cos., Inc. (The)		699,872		38,108,030
				94,594,681
Textiles, Apparel & Luxury Goods—1.3%
Nike, Inc., Cl. B		605,496		46,568,697
VF Corp.		286,480		18,053,970
				64,622,667
Consumer Staples—6.5%
Beverages—2.2%
Brown-Forman Corp., Cl. B		683,010		63,294,537
SABMiller plc		861,880		48,011,689
				111,306,226
Food & Staples Retailing—2.9%
Costco Wholesale Corp.		271,635		31,515,093
CVS Caremark Corp.		1,445,070		113,177,882
				144,692,975

	Shares		Value
Food Products—1.4%
Hershey Co. (The)		715,250	$	69,622,435
Energy—5.7%
Energy Equipment & Services—1.4%
Halliburton Co.		535,430		34,610,195
Oceaneering International, Inc.		462,050		33,290,703
				67,900,898
Oil, Gas & Consumable Fuels—4.3%
Antero Resources Corp.1		493,000		30,319,500
Cimarex Energy Co.		252,550		32,611,781
EOG Resources, Inc.		951,440		100,662,352
Pioneer Natural Resources Co.		247,210		51,953,654
				215,547,287
Financials—5.9%
Capital Markets—3.2%
Ameriprise Financial, Inc.		340,750		38,371,857
Charles Schwab Corp. (The)		1,478,470		37,272,229
Invesco Ltd.		1,268,350		46,548,445
Northern Trust Corp.		620,060		37,451,624
				159,644,155
Consumer Finance—0.9%
Discover Financial Services		774,410		45,790,864
Insurance—1.8%
Aon plc		989,180		88,966,849
Health Care—22.1%
Biotechnology—11.5%
Biogen Idec, Inc.1		694,910		221,933,407
Celgene Corp.1		607,806		93,012,552
Gilead Sciences, Inc.1		2,345,800		190,502,418
Vertex Pharmaceuticals, Inc.1		952,760		68,846,438
				574,294,815
Health Care Technology—0.9%
Cerner Corp.1		879,040		47,512,112
Life Sciences Tools & Services—1.5%
Thermo Fisher Scientific, Inc.		637,080		74,481,023
Pharmaceuticals—8.2%
Actavis plc1		421,510		89,166,225
Allergan, Inc.		262,690		43,990,067

1    OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS    Unaudited / Continued

	Shares		Value
Pharmaceuticals (Continued)
Bristol-Myers Squibb Co.		1,601,363	$	79,651,796
Perrigo Co. plc		386,720		53,444,704
Pfizer, Inc.		2,082,210		61,695,882
Roche Holding AG		93,638		27,626,677
Valeant Pharmaceuticals International, Inc.1		393,438		51,623,000
				407,198,351
Industrials—8.0%
Aerospace & Defense—1.3%
B/E Aerospace, Inc.1		557,410		53,929,417
Precision Castparts Corp.		39,610		10,020,538
				63,949,955
Building Products—0.6%
Allegion plc		554,603		29,055,651
Commercial Services & Supplies—1.0%
Tyco International Ltd.		1,132,090		49,404,408
Electrical Equipment—0.9%
AMETEK, Inc.		856,360		45,455,589
Machinery—3.9%
Caterpillar, Inc.		611,680		62,532,047
Pall Corp.		562,310		47,650,149
Parker Hannifin Corp.		541,330		67,790,756
Pentair Ltd.		247,310		18,459,218
				196,432,170
Trading Companies & Distributors—0.3%
United Rentals, Inc.1		170,290		17,207,804
Information Technology—29.8%
Communications Equipment—1.4%
Cisco Systems, Inc.		2,883,960		71,003,095
Internet Software & Services—9.2%
Facebook, Inc., Cl. A1		3,346,470		211,831,551
Google, Inc., Cl. A1		153,407		87,695,112
Google, Inc., Cl. C1		116,277		65,229,071
LinkedIn Corp., Cl. A1		578,395		92,595,256
				457,350,990
IT Services—5.6%
Alliance Data Systems Corp.1		58,360		14,943,078
FleetCor Technologies, Inc.1		401,170		50,711,900

	Shares			Value
IT Services (Continued)
MasterCard, Inc., Cl. A		1,596,320		$	122,038,664
Visa, Inc., Cl. A		428,609			92,078,071
					279,771,713
Software—3.9%
Autodesk, Inc.1		1,822,270			95,432,280
Oracle Corp.		1,438,690			60,453,754
ServiceNow, Inc.1		191,130			9,998,010
Splunk, Inc.1		134,040			5,610,915
Workday, Inc., Cl. A1		312,020			24,453,007
					195,947,966
Technology Hardware, Storage & Peripherals—9.7%
Apple, Inc.		516,764			327,111,612
EMC Corp.		3,491,100			92,723,616
Western Digital Corp.		689,330			60,557,640
					480,392,868
Materials—3.9%
Chemicals—3.9%
Dow Chemical Co. (The)		1,267,660			66,070,439
Methanex Corp.		578,250			33,018,075
PPG Industries, Inc.		465,060			93,760,747
					192,849,261
Total Common Stocks (Cost $3,556,573,259)					4,912,181,634
Investment Company—1.0%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.09%2,3 (Cost $51,091,344)		51,091,344			51,091,344
Total Investments, at Value (Cost $3,607,664,603)		99.5	%		4,963,272,978
Assets in Excess of Other Liabilities		0.5			22,880,259
Net Assets		100.0	%	$	4,986,153,237

2     OPPENHEIMER CAPITAL APPRECIATION FUND

STATEMENT OF INVESTMENTS    Unaudited / Continued

Footnotes to Statement of Investments

* May 30, 2014 represents the last business day of the Fund’s reporting period. See accompanying Notes.

1. Non-income producing security.

2. Rate shown is the 7-day yield as of May 30, 2014.

3. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended May 30, 2014, 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 August 30, 2013a		Gross Additions		Gross Reductions		Shares May 30, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		82,389,901		810,883,560		842,182,117		51,091,344

	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	51,091,344	$	55,487

a. August 30, 2013 represents the last business day of the Fund’s 2013 fiscal year. See accompanying Notes.

3    OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTS    May 30, 2014    Unaudited

Oppenheimer Capital Appreciation Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

Quarterly and Annual Periods. The last day of the Fund’s quarterly period was the last day the New York Stock Exchange was open for trading. The Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

The last day of the Fund’s fiscal year was the last day the New York Stock Exchange was open for trading. The Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

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 the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to 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.

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 New York Stock Exchange (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.

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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily

4     OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTS        Unaudited / Continued

Securities Valuation (Continued)

available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) 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. 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 security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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 and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity 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. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

5     OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTS        Unaudited / Continued

Securities Valuation (Continued)

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or 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 further adjusted for any discounts related to security-specific 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 nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

6     OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTS        Unaudited / Continued

Securities Valuation (Continued)

Classifications

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. 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 or liability (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 or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts as of May 30, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	826,402,174	$	—	$	—	$	826,402,174
Consumer Staples		277,609,947		48,011,689		—		325,621,636
Energy		283,448,185		—		—		283,448,185
Financials		294,401,868		—		—		294,401,868
Health Care		1,075,859,624		27,626,677		—		1,103,486,301
Industrials		401,505,577		—		—		401,505,577
Information Technology		1,484,466,632		—		—		1,484,466,632
Materials		192,849,261		—		—		192,849,261
Investment Company		51,091,344		—		—		51,091,344
Total Assets	$	4,887,634,612	$	75,638,366	$	—	$	4,963,272,978

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.

Federal Taxes

The approximate 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 May 30, 2014 are noted below. The primary difference between

7    OPPENHEIMER CAPITAL APPRECIATION FUND

NOTES TO STATEMENT OF INVESTMENTS        Unaudited / Continued

Federal Taxes (Continued)

book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses.

Federal tax cost of securities	$	3,608,220,676
Gross unrealized appreciation	$	1,402,381,236
Gross unrealized depreciation		(47,328,934	)
Net unrealized appreciation	$	1,355,052,302

8    OPPENHEIMER CAPITAL APPRECIATION FUND

Item 2.   Controls and Procedures.

(a) 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 5/30/2014, 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 the 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.

(b) There have been no significant changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3.   Exhibits.

Exhibits 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:	7/9/2014

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:	7/9/2014
By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date:	7/9/2014