Registration No. 2-69653
                                                             File No. 811-3104

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                                [X]

Pre-Effective Amendment No. _____                                        [   ]


Post-Effective Amendment No. 37                                            [X]


                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940                                                                [X]


Amendment No. 34                                                           [X]


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                         CENTENNIAL TAX EXEMPT TRUST
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              (Exact Name of Registrant as Specified in Charter)

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               6803 South Tucson Way, Englewood, Colorado 80112
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             (Address of Principal Executive Offices) (Zip Code)

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                                1-800-525-9310
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             (Registrant's Telephone Number, including Area Code)

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                           Andrew J. Donohue, Esq.
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                            OppenheimerFunds, Inc.
            Two World Trade Center, New York, New York 10048-0203
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                   (Name and Address of Agent for Service)

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


[   ] Immediately upon filing pursuant to paragraph (b)
[   ] On _______________ pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[X]   On October 26, 2001 pursuant to paragraph (a)(1)
                  -
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:


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






Centennial Tax Exempt Trust

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Prospectus dated November 1,  2001       Centennial Tax Exempt Trust is a money
                                         market mutual fund.  It seeks the
                                         maximum short-term interest income
                                         exempt from federal income taxes that
                                         is consistent with low capital risk
                                         and the maintenance of liquidity. The
                                         Trust invests in short-term, high
                                         quality "money market" securities.

                                         This Prospectus contains important
                                         information about the Trust's
                                         objective, its investment policies,
                                         strategies and risks.  It also
                                         contains important information about
                                         how to buy and sell shares of the
As with all mutual funds, the            Trust and other account features.
Securities and Exchange Commission has   Please read this Prospectus carefully
not approved or disapproved the Trust's  before you invest and keep it for
securities nor has it determined that    future reference about your account.
this Prospectus is accurate or
complete.  It is a criminal offense to
represent otherwise.

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2

CONTENTS

                  A B O U T  T H E  T R U S T

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

                  I N V E S T I N G  I N  T H E  T R U S T

                  This section applies to the prospectuses of Centennial
                  Money Market Trust, Centennial Tax Exempt Trust and
                  Centennial Government Trust

                  How the Trusts are Managed

                  How to Buy Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Sell Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends and Tax Information

                  Financial Highlights











                                      20
A B O U T  T H E  T R U S T

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S INVESTMENT OBJECTIVE?  The Trust seeks the maximum
short-term interest income exempt from federal income taxes that is
consistent with low capital risk and the maintenance of liquidity.


WHAT DOES THE TRUST MAINLY INVEST IN? The Trust is a money market fund.  It
invests in a variety of high-quality money market securities to seek income.
Money market securities are short-term debt instruments issued by the U.S.
government, domestic and foreign corporations and financial institutions and
other entities.  They include, for example, bank obligations, repurchase
agreements, commercial paper, other corporate debt obligations and government
debt obligations.  To be considered "high-quality," generally they must be
rated in one of the two highest credit-quality categories for short-term
securities by nationally recognized rating services.  If unrated, a security
must be determined by the Trust's investment manager to be of comparable
quality to rated securities.

      The Trust normally invests 100% of its assets in municipal securities.
It will not make any investment that will reduce the portion of its total
assets that are invested in municipal securities to less than 80%.  The
balance of the Trust's assets can be invested in investments the income from
which may be taxable.  The Trust will not invest more than 20% of its net
assets in municipal securities the income on which may be a tax preference
item that would increase an individual investor's alternative minimum tax.


WHO IS THE TRUST DESIGNED FOR? The Trust is designed for investors who are
seeking income at current money market rates while preserving the value of
their investment, because the Trust tries to keep its share price stable at
$1.00.  Income on short-term securities tends to be lower than income on
longer term debt securities, so the Trust's yield will likely be lower than
the yield on longer-term fixed income funds.  The Trust does not invest for
the purpose of seeking capital appreciation or gains and is not a complete
investment program.

Main Risks of Investing in the Trust


All investments carry risks to some degree.  Funds that invest in debt
obligations for income may be subject to credit risks and interest rate
risks.  However, the Trust's investments must meet strict standards set by
its Board of Trustees following special rules for money market funds under
federal law.  Those standards include requirements for maintaining high
credit quality in the Trust's portfolio, a short average portfolio maturity
to reduce the effects of changes in interest rates on the value of the
Trust's securities and investing in a wide variety of issuers to reduce the
effects of a default by any one issuer on the Trust's overall portfolio and
the value of the Trust's shares.


      Even so, there are risks that any of the Trust's holdings could have
its credit rating downgraded, or the issuer could default, or that interest
rates could rise sharply, causing the value of the Trust's securities (and
its share price) to fall.  As a result, there is a risk that the Trust's
shares could fall below $1.00 per share.  If there is a high redemption
demand for the Trust's shares that was not anticipated, portfolio securities
might have to be sold prior to their maturity at a loss. Also, there is the
risk that the value of your investment could be eroded over time by the
effects of inflation, and that poor security selection could cause the Trust
to underperform other funds with similar objectives.

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An investment in the Trust is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency.  Although the
Trust seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Trust.
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The Trust's Past Performance

The bar chart and table below show how the Trust's returns may vary over
time, by showing changes in the Trust's performance from year to year for the
last ten calendar years and average annual total returns for the 1-, 5- and
10- year periods. Variability of returns is one measure of the risks of
investing in a money market fund.  The Trust's past investment performance
does not predict how the Trust will perform in the future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]


For the period from 1/1/01 through 9/30/01 the cumulative total return (not
annualized) was ______%.
During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was ______% (___ Q '___) and the lowest return for a
calendar quarter (not annualized) was ______% (___ Q '___).


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Average Annual Total Returns
for the periods ended December 31,    1 Year    5 Years         10 Years
2000

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Centennial Tax Exempt Trust           ______%   ______%         ______%
(inception 9/8/81)

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The returns in the table measure the performance of a hypothetical account
and assume that all dividends have been reinvested in additional shares.


The total returns are not the Trust's current yield. The Trust's yield more
closely reflects the Trust's current earnings.  To obtain the Trust's current
7-day yield, please call the Transfer Agent toll-free at 1.800.525.9310.

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Fees and Expenses of the Trust


The Trust pays a variety of expenses directly for management of its assets,
administration and other services.  Those expenses are subtracted from the
Trust's assets to calculate the Trust's net asset value per share. All
shareholders therefore pay those expenses indirectly. The following tables
are meant to help you understand the fees and expenses you may pay if you buy
and hold shares of the Trust. The numbers below are based upon the Trust's
expenses during its fiscal year ended June 30, 2001.


SHAREHOLDER FEES.  The Trust does not charge any initial sales charge to buy
shares or to reinvest dividends.  There are no exchange fees or redemption
fees and no contingent deferred sales charges (unless you buy Trust shares by
exchanging Class A shares of other eligible funds that were purchased subject
to a contingent deferred sales charge, as described in "How to Sell Shares").

Annual Trust Operating Expenses (deducted from Trust assets):
(% of average daily net assets)

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 Management Fees                              ______%

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 Distribution and/or Service (12b-1) Fees     ______%

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 Other Expenses                               ______%

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 Total Annual Operating Expenses              ______%

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"Other expenses" in the table include transfer agent fees, custodial fees,
and accounting and legal expenses the Trust pays.

EXAMPLE. The following example is intended to help you compare the cost of
investing in the Trust with the cost of investing in other mutual funds.  The
example assumes that you invest $10,000 in shares of the Trust for the time
periods indicated and reinvest your dividends and distributions. The example
also assumes that your investment has a 5% return each year and that the
Trust's operating expenses remain the same.  Your actual costs may be higher
or lower, because expenses will vary over time. Based on these assumptions
your expenses would be as follows, whether or not you redeem your investment
at the end of each period:

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                                1 year      3 years     5 years    10 years
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                                $           $           $          $

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About the Trust's Investments

THE TRUST'S PRINCIPAL INVESTMENT POLICIES.  The Trust invests in short-term
money market securities meeting quality, maturity and diversification
standards established by its Board of Trustees as well as rules that apply to
money market funds under the Investment Company Act.  The Statement of
Additional Information contains more detailed information about the Trust's
investment policies and risks.


      The Trust's investment manager, Centennial Asset Management
Corporation, (referred to in this Prospectus as the Manager) tries to reduce
risks by diversifying investments and by carefully researching securities
before they are purchased. The rate of the Trust's income will vary from day
to day, generally reflecting changes in overall short-term interest rates.
There is no assurance that the Trust will achieve its investment objective.

What Does the Trust Invest In?  Money market instruments are high-quality,
      short-term debt instruments.  They may have fixed, variable or floating
      interest rates. All of the Trust's money market investments must meet
      the special quality and maturity requirements set under the Investment
      Company Act and the special procedures set by the Board described
      briefly below.  The following is a brief description of the types of
      money market securities the Trust can invest in.


   o  Municipal Securities.  The Trust buys municipal bonds and notes,
      tax-exempt commercial paper, certificates of participation in municipal
      leases and other debt obligations.  These are debt obligations issued
      by the governments of states, their political subdivisions (such as
      cities, towns and counties), or the District of Columbia, or by their
      agencies, instrumentalities and authorities, if the interest paid on
      the security is not subject to federal individual income tax in the
      opinion of bond counsel to the issuer.  All of these types of debt
      obligations are referred to as "municipal securities" in this
      Prospectus.


o     Other Money Market Obligations.  Additionally, the Trust can buy other
      money market instruments that the Manager approves under procedures
      adopted by the Board of Trustees from time to time.  They must be U.S.
      dollar-denominated short-term investments that the Manager must
      determine to have minimal credit risks.

What Standards Apply to the Trust's Investments? Money market instruments are
      subject to credit risk, the risk that the issuer might not make timely
      payments of interest on the security or repay principal when it is due.
      The Trust can buy only those securities that meet standards set by the
      Investment Company Act for money market funds and procedures adopted by
      the Board of Trustees.  The Trust's Board of Trustees has adopted
      procedures to evaluate securities for the Trust's portfolio and the
      Manager has the responsibility to implement those procedures when
      selecting investments for the Trust.


In general, the Trust buys only high-quality investments that the Manager
believes present minimal credit risk at the time of purchase.  "High-quality"
investments are:
o     rated in one of the two highest short-term rating categories of two
      national rating organizations, or
o     rated by one rating organization in one of its two highest rating
      categories (if only one rating organization has rated the investment),
      or
o     unrated investments that the Manager determines are comparable in
      quality to the two highest rating categories.


      The procedures also limit the amount of the Trust's assets that can be
invested in the securities of any one issuer (other than the U.S. government,
its agencies and instrumentalities), to spread the Trust's investment risks.
The Trust must also maintain an average portfolio maturity of not more than
90 days, to reduce interest rate risks.  Additionally, the remaining maturity
of any single portfolio investment may not exceed the maximum time permitted
under Rule 2a-7 (currently 397 days).


Can the Trust's Investment Objective and Policies Change?  The Trust's Board
      of Trustees can change non-fundamental policies without shareholder
      approval, although significant changes will be described in amendments
      to this Prospectus. Fundamental policies cannot be changed without the
      approval of a majority of the Trust's outstanding voting shares.  The
      Trust's investment objective is a fundamental policy.  Some investment
      restrictions that are fundamental policies are listed in the Statement
      of Additional Information. An investment policy is not fundamental
      unless this Prospectus or the Statement of Additional Information says
      that it is.


OTHER INVESTMENT STRATEGIES.  To seek its objective, the Trust can use the
investment techniques and strategies described below.  The Trust might not
always use all of them.  These techniques have risks.  The Statement of
Additional Information contains more information about some of these
practices, including limitations on their use that are designed to reduce the
overall risks.

Floating Rate/Variable Rate Notes.  The Trust can purchase notes with
      floating or variable interest rates.  Variable rates are adjustable at
      stated periodic intervals.  Floating rates are adjusted automatically
      according to a specified market rate or benchmark for such investment,
      such as the prime rate of a bank.  If the maturity of an investment is
      greater the maximum time permitted under Rule 2a-7 (currently 397
      days), it may be purchased only if it has a demand feature.  That
      feature must permit the Trust to recover the principal amount of the
      note on not more than thirty days' notice at any time, or at specified
      times not exceeding the maximum time permitted under Rule 2a-7
      (currently 397 days) from the date of purchase.

Municipal Lease Obligations.  Municipal leases are used by state and local
      governments to obtain funds to acquire land, equipment or facilities.
      The Trust can invest in certificates of participation that represent a
      proportionate interest in payments made under municipal lease
      obligations.  If the government stops making payments or transfers its
      payment obligations to a private entity, the obligation could lose
      value or become taxable.  Some of these obligations might not have an
      active trading market and would be subject to the Trust's limits on
      "illiquid" securities described below.  From time to time the Trust can
      invest more than 5% of its net assets in municipal lease obligations
      that the Manager has determined to be liquid under guidelines set by
      the Trust's Board of Trustees.

Repurchase Agreements.  The Trust can enter into repurchase agreements.  In a
      repurchase transaction, the Trust buys a security and simultaneously
      sells it to the vendor for delivery at a future date.  Repurchase
      agreements must be fully collateralized.  However, if the vendor fails
      to pay the resale price on the delivery date, the Trust may incur costs
      in disposing of the collateral and may experience losses if there is
      any delay in its ability to do so. The Trust ordinarily will not enter
      into repurchase, transactions that will cause more than 10% of the
      Trusts net assets to be subject to repurchase agreements having a
      maturity beyond seven days. However, when the Trust assumes a temporary
      defensive position, there is no limit on the amount of the Trust's
      assets that may be subject to repurchase agreements having a maturity
      of seven days or less.  Income earned on repurchase transactions is not
      tax-exempt. The Trust normally will limit its investments in repurchase
      transactions to 20% of its total assets.

Illiquid and Restricted Securities.  Investments may be illiquid because they
      do not have an active trading market, making it difficult to value them
      or dispose of them promptly at an acceptable price.  A restricted
      security is one that has a contractual limit on resale or which cannot
      be sold publicly until it is registered under federal securities laws.
      The Trust will not invest more than 10% of its net assets in illiquid
      securities.  That limit does not apply to certain restricted securities
      that are eligible for resale to qualified institutional purchasers or
      purchases of commercial paper that may be sold without registration
      under the federal securities laws. The Manager monitors holdings of
      illiquid securities on an ongoing basis to determine whether to sell
      any holdings to maintain adequate liquidity.  Difficulty in selling a
      security may result in a loss to the Trust or additional costs.

Demand Features and Guarantees. The Trust can invest a significant percentage
      of its assets in municipal securities that have demand features,
      guarantees or similar credit and liquidity enhancements.  A demand
      feature permits the holder of the security to sell the security within
      a specified period of time at a stated price and entitles the holder of
      the security to receive an amount equal to the approximate amortized
      cost of the security plus accrued interest.  These securities are
      described in the Statement of Additional Information.

Temporary Defensive and Interim Investments.  In times of unstable adverse
      market or economic conditions, the Trust can invest up to 100% of its
      assets in temporary investments that are inconsistent with the Trust's
      principal investment strategies.  These temporary investments can
      include:

o     obligations issued or guaranteed by the U.S. government or its agencies
      or instrumentalities,

o     bankers' acceptances; taxable commercial paper rated in the highest
      category by a rating organization,
o     short-term taxable debt obligations rated in one of the two highest
      rating categories of a rating organization.

o     certificates of deposit of domestic banks, and
o     repurchase agreements.

      To the extent the Trust assumes a temporary defensive position, a
significant portion of the Trust's distributions may be taxable.


I N V E S T I N G  I N  T H E  T R U S T S

The information below applies to Centennial Money Market Trust, Centennial
Tax Exempt Trust and Centennial Government Trust.  Each is referred to as a
"Trust" and they are collectively referred to as the "Trusts". Unless
otherwise indicated, this information applies to each Trust.

How the Trusts are Managed


THE MANAGER. The investment advisor for the Trusts is the Manager, Centennial
Asset Management Corporation, a wholly-owned subsidiary of OppenheimerFunds,
Inc.  The Manager chooses each of the Trust's investments and handles its
day-to-day business. The Manager carries out its duties subject to the
policies established by the Trust's Board of Trustees, under an investment
advisory agreement with each Trust that states the Manager's
responsibilities.  The agreement sets the fees the Trust pays to the Manager
and describes the expenses that the Trust is responsible to pay to conduct
its business.

      The Manager has been an investment advisor since 1978.  The Manager and
its affiliates managed investment companies and other assets of more than
$120 billion in assets as of June 30, 2001, including private accounts and
investment companies for more than 5 million shareholder accounts.  The
Manager is located at 6803 South Tucson Way, Englewood, Colorado 80112.

Portfolio Managers. The portfolio managers of the Trusts are the persons
      principally responsible for the day-to-day management of the Trust's
      portfolios.  The portfolio manager of Centennial Money Market Trust and
      Centennial Government Trust are Carol E. Wolf and Barry D. Weiss.  Ms.
      Wolf has had this responsibility since November 1988 and Mr. Weiss,
      since August 2001.  Ms. Wolf is a Senior Vice President of the Manager
      and Mr. Weiss is a Vice President, and each is an officer and portfolio
      manager of other funds for which the Manager or an affiliate serves as
      investment advisor. The portfolio manager of Centennial Tax Exempt
      Trust is Michael Carbuto (since October 1987).  Mr. Carbuto is a Vice
      President of OppenheimerFunds, Inc. and is an officer and portfolio
      manager of other funds for which the Manager serves as investment
      advisor.


Advisory Fees.  Under each investment advisory agreement, a Trust pays the
      Manager an advisory fee at an annual rate that declines on additional
      assets as the Trust grows.  That fee is computed on the average annual
      net assets of the respective Trust as of the close of each business
      day.


o     Centennial Money Market Trust.  The annual management fee rates are:
      0.500% of the first $250 million of the Trust's net assets; 0.475% of
      the next $250 million; 0.450% of the next $250 million; 0.425% of the
      next $250 million; 0.400% of the next $250 million; 0.375% of the next
      $250 million; 0.350% of the next $500 million; and 0.325% of net assets
      in excess of $2 billion.  In the agreement, the Manager guarantees that
      the Trust's total expenses in any fiscal year, exclusive of taxes,
      interest and brokerage commissions, and extraordinary expenses such as
      litigation costs, shall not exceed the lesser of (1) 1.5% of the
      average annual net assets of the Trust up to $30 million and 1% of its
      average annual net assets in excess of $30 million; or (2) 25% of the
      total annual investment income of the Trust. Centennial Money Market
      Trust's management fee for its fiscal year ended June 30, 2001 was
      _____% of the Trust's average annual net assets.

o     Centennial Government Trust.  The annual management fee rates are:
      0.500% of the first $250 million of the Trust's net assets; 0.475% of
      the next $250 million; 0.450% of the next $250 million; 0.425% of the
      next $250 million; 0.400% of the next $250 million; 0.375% of the next
      $250 million and 0.350% of net assets in excess of $1.5 billion. The
      Manager has made the same guarantee to Centennial Government Trust
      regarding expenses as described above for Centennial Money Market
      Trust. The Trust's management fee for its fiscal year ended June 30,
      2001 was _____%of the Trust's average annual net assets.

o     Centennial Tax Exempt Trust.  The annual management fee rates
      applicable to the Trust are as follows: 0.500% of the first $250
      million of the Trust's net assets; 0.475% of the next $250 million;
      0.450% of the next $250 million; 0.425% of the next $250 million;
      0.400% of the next $250 million; 0.375% of the next $250 million;
      0.350% of the next $500 million; and 0.325% of net assets in excess of
      $2 billion. Under the agreement, when the value of the Trust's net
      assets is less than $1.5 billion, the annual fee payable to the Manager
      shall be reduced by $100,000 based on average net assets computed daily
      and paid monthly at the annual rates.  However, the annual fee cannot
      be less than $0.  The Trust's management fee for its fiscal year ended
      June 30, 2001 was _____% of the Trust's average annual net assets.



How to Buy Shares


AT WHAT PRICE ARE SHARES SOLD?  Shares of each Trust are sold at their
offering price, which is the net asset value per share without any sales
charge.  The net asset value per share will normally remain fixed at $1.00
per share.  However, there is no guarantee that a Trust will maintain a
stable net asset value of $1.00 per share.

      The offering price that applies to a purchase order is based on the
next calculation of the net asset value per share that is made after the
Distributor or the Sub-Distributor (OppenheimerFunds Distributor, Inc.)
receives the purchase order at its offices in Colorado, or after any agent
appointed by the Sub-Distributor receives the order and sends it to the
Sub-Distributor as described below.


How is a Trust's Net Asset Value Determined?  The net asset value of shares
      of each Trust is determined twice each day, at 12:00 Noon and at 4:00
      P.M., on each day The New York Stock Exchange is open for trading
      (referred to in this Prospectus as a "regular business day"). All
      references to time in this Prospectus mean "New York time."

      The net asset value per share is determined by dividing the value of a
Trust's net assets by the number of shares that are outstanding. Under a
policy adopted by the Board of Trustees of the Trusts, each Trust uses the
amortized cost method to value its securities to determine net asset value.

      The shares of each Trust offered by this Prospectus are considered to
be Class A shares for the purposes of exchanging them or reinvesting
distributions among other eligible funds that offer more than one class of
shares.


IS THERE A MINIMUM INVESTMENT?  Minimum initial investments described below
and depend on how you buy and pay for your shares.  You can make additional
purchases at any time with as little as $25.  The minimum investment
requirements do not apply to reinvesting distributions from the Trust or
other eligible funds (a list of them appears in the Statement of Additional
Information, or you can ask your broker-dealer or call the Transfer Agent) or
reinvesting distributions from unit investment trusts that have made
arrangements with the Distributor.


HOW ARE SHARES PURCHASED? You can buy shares in one of several ways:


Buying Shares Through a Broker-Dealer's Automatic Purchase and Redemption
      Program.  You can buy shares of a Trust through a broker-dealer that
      has a sales agreement with the Trust's Distributor or Sub-Distributor
      that allows shares to be purchased through the broker-dealer's
      Automatic Purchase and Redemption Program. Shares of each Trust are
      sold mainly to customers of participating broker-dealers that offer the
      Trusts' shares under these special purchase programs.  If you
      participate in an Automatic Purchase and Redemption Program established
      by your broker-dealer, your broker-dealer buys shares of the Trust for
      your account with the broker-dealer.  Program participants should also
      read the description of the program provided by their broker-dealer.

Buying Shares Through Your Broker-Dealer.  If you do not participate in an
      Automatic Purchase and Redemption Program, you can buy shares of a
      Trust through any broker-dealer that has a sales agreement with the
      Distributor or Sub-Distributor.  Your broker-dealer will place your
      order with the Distributor on your behalf.

Buying Shares Directly Through the Sub-Distributor.  You can also purchase
      shares directly through the Trust's Sub-Distributor.  Shareholders who
      make purchases directly and hold shares in their own names are referred
      to as "direct shareholders" in this Prospectus.

      The Sub-Distributor may appoint certain servicing agents to accept
purchase (and redemption) orders, including broker-dealers that have
established Automatic Purchase and Redemption Programs.  The Distributor or
Sub-Distributor, in their sole discretion, may reject any purchase order for
shares of a Trust.

AUTOMATIC PURCHASE AND REDEMPTION PROGRAM.  If you buy shares of a Trust
through your broker-dealer's Automatic Purchase and Redemption Program, your
broker-dealer will buy your shares for your Program Account and will hold
your shares in your broker-dealer's name.  These purchases will be made under
the procedures described in "Guaranteed Payment Procedures" below.  Your
Automatic Purchase and Redemption Program Account may have minimum investment
requirements established by your broker-dealer.  You should direct all
questions about your Automatic Purchase and Redemption Program to your
broker-dealer, because the Trusts' Transfer Agent does not have access to
information about your account under that Program.

Guaranteed Payment Procedures.  Some broker-dealers may have arrangements
      with the Distributor to enable them to place purchase orders for shares
      of a Trust and to guarantee that the Trust's custodian bank will
      receive Federal Funds to pay for the shares prior to specified times.
      Broker-dealers whose clients participate in Automatic Purchase and
      Redemption Programs may use these guaranteed payment procedures to pay
      for purchases of shares of a Trust.

o     If the Distributor receives a purchase order before 12:00 Noon on a
      regular business day with the broker-dealer's guarantee that the
      Trust's custodian bank will receive payment for those shares in Federal
      Funds by 2:00 P.M. on that same day, the order will be effected at the
      net asset value determined at 12:00 Noon that day. Distributions will
      begin to accrue on the shares on that day if the Federal Funds are
      received by the required time.

o     If the Distributor receives a purchase order after 12:00 Noon on a
      regular business day with the broker-dealer's guarantee that the
      Trust's custodian bank will receive payment for those shares in Federal
      Funds by 2:00 P.M. on that same day, the order will be effected at the
      net asset value determined at 4:00 P.M. that day.  Distributions will
      begin to accrue on the shares on that day if the Federal Funds are
      received by the required time.

o     If the Distributor receives a purchase order between 12:00 Noon and
      4:00 P.M. on a regular business day with the broker-dealer's guarantee
      that the Trust's custodian bank will receive payment for those shares
      in Federal Funds by 4:00 P.M. the next regular business day, the order
      will be effected at the net asset value determined at 4:00 P.M. on the
      day the order is received and distributions will begin to accrue on the
      shares purchased on the next regular business day if the Federal Funds
      are received by the required time.

HOW CAN DIRECT SHAREHOLDERS BUY SHARES?  Direct shareholders can buy shares
of a Trust by completing a Centennial Funds New Account Application (enclosed
with this Prospectus) and sending it to the Sub-Distributor, OppenheimerFunds
Distributor, Inc., P.O. Box 5143, Denver, Colorado 80217.  Payment must be
made by check or by Federal Funds wire as described below.  If you don't list
a broker-dealer on the application, the Sub-Distributor, will act as your
agent in buying the shares.  However, we recommend that you discuss your
investment with a financial advisor before you make a purchase to be sure
that the Trust is appropriate for you.


      Each Trust intends to be as fully invested as possible to maximize its
yield.  Therefore, newly-purchased shares normally will begin to accrue
distributions after the Distributor or its agent accepts your purchase order,
starting on the business day after the Trust receives Federal Funds from the
purchase payment.


Payment by Check.  Direct shareholders may pay for purchases of shares of a
      Trust by check. Send your check, payable to "OppenheimerFunds
      Distributor, Inc.," along with your application and other documents to
      the address listed above.  For initial purchases, your check should be
      payable in U.S. dollars and drawn on a U.S. bank so that distributions
      will begin to accrue on the next regular business day after the
      Sub-Distributor accepts your purchase order. If your check is not drawn
      on a U.S. bank and is not payable in U.S. dollars, the shares will not
      be purchased until the Sub-Distributor is able to convert the purchase
      payment to Federal Funds.  In that case distributions will begin to
      accrue on the purchased shares on the next regular business day after
      the purchase is made.  The minimum initial investment for direct
      shareholders by check is $500.

Payment by Federal Funds Wire.  Direct shareholders may pay for purchases of
      shares of a Trust by Federal Funds wire.  You must also forward your
      application and other documents to the address listed above. Before
      sending a wire, call the Sub-Distributor's Wire Department at
      1.800.525.9310 (toll-free from within the U.S.) or 303.768.3200 (from
      outside the U.S.) to notify the Sub-Distributor of the wire, and to
      receive further instructions.

      Distributions will begin to accrue on the purchased shares on the
purchase date that is a regular business day if the Federal Funds from your
wire and the application are received by the Sub-Distributor and accepted by
12:00 Noon.  If the Sub-Distributor receives the Federal Funds from your wire
and accepts the purchase order between 12:00 Noon and 4:00 P.M. on the
purchase date, distributions will begin to accrue on the shares on the next
regular business day.  The minimum investment by Federal Funds Wire is $2,500.


Buying Shares Through Automatic Investment Plans.  Direct shareholders can
      purchase shares of a Trust automatically each month by authorizing the
      Trust's Transfer Agent to debit your account at a U.S. domestic bank or
      other financial institution.  Details are in the Automatic Investment
      Plan Application and the Statement of Additional Information. The
      minimum monthly purchase is $25.

Service (12b-1) Plans. Each Trust has adopted a service plan.  It reimburses
      the Distributor for a portion of its costs incurred for services
      provided to accounts that hold shares of the Trust.  Reimbursement is
      made quarterly at an annual rate of up to 0.20% of the average annual
      net assets of the Trust. The Distributor currently uses all of those
      fees (together with significant amounts from the Manager's own
      resources) to pay dealers, brokers, banks and other financial
      institutions quarterly for providing personal services and maintenance
      of accounts of their customers that hold shares of the Trust.

Retirement Plans.  Direct shareholders may buy shares of a Trust for a
      retirement plan account. If you participate in a plan sponsored by your
      employer, the plan trustee or administrator must buy the shares for
      your plan account.  The Sub-Distributor also offers a number of
      different retirement plans that individuals and employers can use:
o     Individual Retirement Accounts (IRAs).  These include regular IRAs,
      Roth IRAs, rollover IRAs and Education IRAs.
o     SEP-IRAs.  These are Simplified Employee Pensions Plan IRAs for small
      business owners or self-employed individuals.
o     403(b)(7) Custodial Plans.  These are tax deferred plans for employees
      of eligible tax-exempt organizations, such as schools, hospitals and
      charitable organizations.
o     401(k) Plans.  These are special retirement plans for businesses.
o     Pension and Profit-Sharing Plans.  These plans are designed for
      businesses and self-employed individuals.

      Please call the Sub-Distributor for retirement plan documents, which
include applications and important plan information.

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business
day.  Your shares will be sold at the next net asset value calculated after
your order is received in proper form (which means that it must comply with
the procedures described below) and is accepted by the Transfer Agent.


HOW CAN PROGRAM PARTICIPANTS SELL SHARES?  If you participate in an Automatic
Purchase and Redemption Program sponsored by your broker-dealer, you must
redeem shares held in your Program Account by contacting your broker-dealer
firm, or you can redeem shares by writing checks as described below.  You
should not contact the Trust or its Transfer Agent directly to redeem shares
held in your Program Account.  You may also arrange (but only through your
broker-dealer) to have the proceeds of redeemed Trust shares sent by Federal
Funds wire, as described below in "Sending Redemption Proceeds by Wire."

HOW CAN DIRECT SHAREHOLDERS REDEEM SHARES?  Direct shareholders can redeem
their shares by writing a letter to the Transfer Agent, by using a Trust's
checkwriting privilege, or by telephone. You can also set up Automatic
Withdrawal Plans to redeem shares on a regular basis.  If you have questions
about any of these procedures, and especially if you are redeeming shares in
a special situation, such as due to the death of the owner or from a
retirement plan account, please call the Transfer Agent for assistance first,
at 1.800.525.9310.


Certain Requests Require a Signature Guarantee.  To protect you and the Trust
      from fraud, the following redemption requests for accounts of direct
      shareholders must be in writing and must include a signature guarantee
      (although there may be other situations that also require a signature
      guarantee):
   o  You wish to redeem $100,000 or more and receive a check
   o  The redemption check is not payable to all shareholders listed on the
      account statement
   o  The redemption check is not sent to the address of record on your
      account statement
   o  Shares are being transferred to an account with a different owner or
      name
   o  Shares are being redeemed by someone (such as an Executor) other than
      the owners listed in the account registration.

Where Can Direct Shareholders Have Their Signatures Guaranteed?  The Transfer
      Agent will accept a guarantee of your signature by a number of
      financial institutions, including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities
      or government securities, or
o     a U.S. national securities exchange, a registered securities
      association or a clearing agency.

      If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the signature.

How Can Direct Shareholders Sell Shares by Mail?  Write a letter to the
      Transfer Agent that includes:
   o  Your name
   o  The Trust's name

   o  Your account number (from your account statement)
   o  The dollar amount or number of shares to be redeemed
   o  Any special payment instructions
   o  Any share certificates for the shares you are selling
   o  The signatures of all registered owners exactly as the account is
      registered, and

   o  Any special documents requested by the Transfer Agent to assure proper
      authorization of the person asking to sell the shares (such as Letters
      Testamentary of an Executor).

---------------------------------------------------------------------------------
---------------------------------------- ---------------------------------------
Use the following address for            Send courier or express mail
---------------------------------------- requests to:
requests by mail:                        Shareholder Services, Inc.
Shareholder Services, Inc.               10200 E. Girard Avenue, Building D
P.O. Box 5143                            Denver, Colorado 80231
Denver, Colorado 80217-5270
---------------------------------------------------------------------------------


How Can Direct Shareholders Sell Shares by Telephone?  Direct shareholders
      and their broker-dealer representative of record may also sell shares
      by telephone.  To receive the redemption price calculated on a
      particular regular business day, the Transfer Agent or its designated
      agent must receive the request by 4:00 P.M. on that day. You may not
      redeem shares held under a share certificate or in a retirement account
      by telephone.  To redeem shares through a service representative, call
      1.800.525.9310.  Proceeds of telephone redemptions will be paid by
      check payable to the shareholder(s) of record and will be sent to the
      address of record for the account. Up to $100,000 may be redeemed by
      telephone in any 7-day period.  Telephone redemptions are not available
      within 30 days of changing the address on an account.


Retirement Plan Accounts.  There are special procedures to sell shares held
      in a retirement plan account. Call the Transfer Agent for a
      distribution request form. Special income tax withholding requirements
      apply to distributions from retirement plans. You must submit a
      withholding form with your redemption request to avoid delay in getting
      your money and if you do not want tax withheld. If your employer holds
      your retirement plan account for you in the name of the plan, you must
      ask the plan trustee or administrator to request the sale of the Trust
      shares in your plan account.


Sending Redemption Proceeds By Wire.  While the Transfer Agent normally sends
      direct shareholders their money by check, you can arrange to have the
      proceeds of the shares you sell sent by Federal Funds wire to a bank
      account you designate.  It must be a commercial bank that is a member
      of the Federal Reserve wire system.  The minimum redemption you can
      have sent by wire is $2,500. There is a $10 fee for each wire.  To find
      out how to set up this feature on an account or to arrange a wire,
      direct shareholders should call the Transfer Agent at 1.800.525.9310.
      If you hold your shares through your broker-dealer's Automatic Purchase
      and Redemption Program, you must contact your broker-dealer to arrange
      a Federal Funds wire.


Can Direct Shareholders Submit Requests by Fax?  Direct shareholders may send
      requests for certain types of account transactions to the Transfer
      Agent by fax (telecopier).  Please call 1.800.525.9310 for information
      about which transactions may be handled this way. Transaction requests
      submitted by fax are subject to the same rules and restrictions as
      written and telephone requests described in this Prospectus.


HOW DO I WRITE CHECKS AGAINST MY ACCOUNT?  Automatic Purchase and Redemption
Program participants may write checks against an account held under their
Program, but must arrange for checkwriting privileges through their
broker-dealers.  Direct shareholders may write checks against their account
by requesting that privilege on the account application or by contacting the
Transfer Agent for signature cards.  They must be signed (with a signature
guarantee) by all owners of the account and returned to the Transfer Agent so
that checks can be sent to you to use. Shareholders with joint accounts can
elect in writing to have checks paid over the signature of one owner. If
checkwriting is established after November 1, 2000, only one signature is
required for shareholders with joint accounts, unless you elect otherwise.


   o  Checks can be written to the order of whomever you wish, but may not be
      cashed at the bank the checks are payable through or the Trust's
      custodian bank.
   o  Checkwriting privileges are not available for accounts holding shares
      that are subject to a contingent deferred sales charge.
   o  Checks must be written for at least $250.
   o  Checks cannot be paid if they are written for more than your account
      value.
   o  You may not write a check that would require the redemption of shares
      that were purchased by check or Automatic Investment Plan payments
      within the prior 10 days.
   o  Don't use your checks if you changed your account number, until you
      receive new checks.

WILL I PAY A SALES CHARGE WHEN I SELL MY SHARES?  The Trust does not charge a
fee to redeem shares of a Trust that were bought directly or by reinvesting
distributions from that Trust or another Centennial Trust or eligible fund.
Generally, there is no fee to redeem shares of a Trust bought by exchange of
shares of another Centennial Trust or eligible fund.  However,

o     if you acquired shares of  a Trust by exchanging Class A shares of
      another eligible fund that you bought subject to the Class A contingent
      deferred sales charge, and
o     those shares are still subject to the Class A contingent deferred sales
      charge when you exchange them into the Trust, then
o     you will pay the contingent deferred sales charge if you redeem those
      shares from the Trust within 18 months of the purchase date of the
      shares of the fund you exchanged.

How to Exchange Shares


Shares of a Trust can be exchanged for shares of certain other Centennial
Trusts or other eligible funds, depending on whether you own your shares
through your broker-dealer's Automatic Purchase and Redemption Program or as
a direct shareholder.

HOW CAN PROGRAM PARTICIPANTS EXCHANGE SHARES?  If you participate in an
Automatic Purchase and Redemption Program sponsored by your broker-dealer,
you may exchange shares held in your Program Account for shares of Centennial
Money Market Trust, Centennial Government Trust, Centennial Tax Exempt Trust,
Centennial California Tax Exempt Trust and Centennial New York Tax Exempt
Trust (referred to in this Prospectus as the "Centennial Trusts"), if
available for sale in your state of residence, by contacting your broker or
dealer and obtaining a Prospectus of the selected Centennial Trust.


HOW CAN DIRECT SHAREHOLDERS EXCHANGE SHARES?  Direct shareholders can
exchange shares of a Trust for Class A shares of certain eligible funds
listed in the Statement of Additional Information.  To exchange shares, you
must meet several conditions:

   o  Shares of the fund selected for exchange must be available for sale in
      your state of residence.
   o  The prospectuses of the Trust and the fund whose shares you want to buy
      must offer the exchange privilege.
   o  You must hold the shares you buy when you establish your account for at
      least 7 days before you can exchange them. After the account is open 7
      days, you can exchange shares every regular business day.
   o  You must meet the minimum purchase requirements for the fund whose
      shares you purchase by exchange.
   o  Before exchanging into a fund, you must obtain and read its prospectus.

      Shares of a particular class of an eligible fund may be exchanged only
for shares of the same class in other eligible funds.  For example, you can
exchange shares of a Trust only for Class A shares of another fund, and you
can exchange only Class A shares of another eligible fund for shares of a
Trust.

      You may pay a sales charge when you exchange shares of a Trust.
Because shares of the Trusts are sold without sales charge, in some cases you
may pay a sales charge when you exchange shares of a Trust for shares of
other eligible funds that are sold subject to a sales charge. You will not
pay a sales charge when you exchange shares of a Trust purchased by
reinvesting distributions from that Trust or other eligible funds (except
Oppenheimer Cash Reserves), or when you exchange shares of a Trust purchased
by exchange of shares of an eligible fund on which you paid a sales charge.

      For tax purposes, exchanges of shares involve a sale of the shares of
the fund you own and a purchase of the shares of the other fund, which may
result in a capital gain or loss.  Since shares of a Trust normally maintain
a $1.00 net asset value, in most cases you should not realize a capital gain
or loss when you sell or exchange your shares.

      Direct shareholders can find a list of eligible funds currently
available for exchanges in the Statement of Additional Information or you can
obtain one by calling a service representative at 1.800.525.9310.  The list
of eligible funds can change from time to time.

How Do Direct Shareholders Submit Exchange Requests?  Direct shareholders may
      request exchanges in writing or by telephone:

   o  Written Exchange Requests.  Complete an Exchange Authorization Form,
      signed by all owners of the account.  Send it to the Transfer Agent at
      the address on the back cover.

   o  Telephone Exchange Requests.  Telephone exchange requests may be made
      by calling a service representative at 1.800.525.9310.  Telephone
      exchanges may be made only between accounts that are registered with
      the same name(s) and address.  Shares held under certificates may not
      be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES?  There are certain exchange policies you
should be aware of:

   o  Shares are normally redeemed from one fund and purchased from the other
      fund in the exchange transaction on the same regular business day on
      which the Transfer Agent receives an exchange request that conforms to
      the policies described above.  Requests for exchanges to any of the
      Centennial Trusts must be received by the Transfer Agent by 4:00 P.M.
      on a regular business day to be effected that day.  The Transfer Agent
      must receive requests to exchange shares of a Trust to funds other than
      the Centennial Trusts on a regular business day by the close of The New
      York Stock Exchange that day.  The close is normally 4:00 P.M. but may
      be earlier on some days.


   o  The interests of the Trusts' long-term shareholders and its ability to
      manage its investments may be adversely affected when its shares are
      repeatedly bought and sold in response to short-term market
      fluctuations--also known as "market timing."  When large dollar amounts
      are involved, the Trusts may have difficulty implementing long-term
      investment strategies, because it cannot predict how much cash it will
      have to invest. Market timing also may force the Trusts to sell
      portfolio securities at disadvantageous times to raise the cash needed
      to buy a market timer's Fund shares. These factors may hurt the Trusts'
      performance and its shareholders. When the Manager believes frequent
      trading would have a disruptive effect on the Trusts' ability to manage
      its investments, the Manager and the Trusts may reject purchase orders
      and exchanges into the Trusts by any person, group or account that the
      Manager believes to be a market timer.


   o  Either fund may delay the purchase of shares of the fund you are
      exchanging into up to seven days if it determines it would be
      disadvantaged by a same-day exchange.  For example, the receipt of the
      multiple exchange requests from a "market timer" might require a fund
      to sell securities at a disadvantageous time and/or price.

   o  Because excessive trading can hurt fund performance and harm
      shareholders, the Trusts reserve the right to refuse any exchange
      request that may, in the opinion of the Trusts, be disadvantageous, or
      to refuse multiple exchange requests submitted by a shareholder or
      dealer.

   o  The Trusts may amend, suspend or terminate the exchange privilege at
      any time. The Trusts will provide you notice whenever they are required
      to do so by applicable law, but they may impose these changes at any
      time for emergency purposes.

   o  If the Transfer Agent cannot exchange all the shares you request
      because of a restriction cited above, only the shares eligible for
      exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Trusts' policies and procedures for buying,
selling and exchanging shares is contained in the Statement of Additional
Information.

The offering of shares of a Trust may be suspended during any period in which
      the Trust's determination of net asset value is suspended, and the
      offering may be suspended by the Board of Trustees at any time it
      believes it is in a Trust's best interest to do so.


Telephone transaction privileges for purchases, redemptions or exchanges may
      be modified, suspended or terminated by a Trust at any time.  If an
      account has more than one owner, a Trust and the Transfer Agent may
      rely on the instructions of any one owner.  Telephone privileges apply
      to each owner of the account and the broker-dealer representative of
      record for the account unless the Transfer Agent receives cancellation
      instructions from an owner of the account.


The Transfer Agent will record any telephone calls to verify data concerning
      transactions.  It has adopted other procedures to confirm that
      telephone instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data and by confirming such
      transactions in writing.  The Transfer Agent and the Trusts will not be
      liable for losses or expenses arising out of telephone instructions
      reasonably believed to be genuine.

Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form.  From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this Prospectus.


Payment for redeemed shares ordinarily is made in cash.  It is forwarded by
      check or by Federal Funds wire (as elected by the shareholder) within
      seven days after the Transfer Agent receives redemption instructions in
      proper form.  However, under unusual circumstances determined by the
      Securities and Exchange Commission, payment may be delayed or
      suspended.  For accounts registered in the name of a broker-dealer,
      payment will normally be forwarded within three business days after
      redemption.


The Transfer Agent may delay forwarding a check or making a payment via
      Federal Funds wire for the redemption of recently purchased shares, but
      only until the purchase payment has cleared. That delay may be as much
      as 10 days from the date the shares were purchased.  That delay may be
      avoided if you purchase shares by Federal Funds wire or certified
      check, or arrange with your bank to provide telephone or written
      assurance to the Transfer Agent that your purchase payment has cleared.

Involuntary redemptions of small accounts may be made by Centennial Tax
      Exempt Trust if the account value has fallen below $500 for reasons
      other than the fact that the market value of shares has dropped. In
      some cases involuntary redemptions may be made to repay the Distributor
      or Sub-Distributor for losses from the cancellation of share purchase
      orders.

"Backup Withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Trust your correct, certified Social
      Security or Employer Identification Number when you sign your
      application, or if you under-report your income to the Internal Revenue
      Service.


To avoid sending  duplicate copies of materials to households,  the Trust will
      mail only one copy of each  prospectus,  annual and semi-annual  reports
      and annual notice of the Trust's privacy policy to  shareholders  having
      the  same  last  name  and   address  on  the   Trust's   records.   The
      consolidation  of these  mailings,  called  householding,  benefits  the
      Trust through reduced mailing  expense.  If you want to receive multiple
      copies  of  these  materials,   you  may  call  the  Transfer  Agent  at
      1.800.525.9310.  You may also  notify  the  Transfer  Agent in  writing.
      Individual  copies of prospectuses,  reports and privacy notices will be
      sent to you  commencing 30 days after the Transfer  Agent  receives your
      request to stop householding.



Dividends and Tax Information

DIVIDENDS.  Each Trust intends to declare dividends from net investment
income each regular business day and to pay those dividends to shareholders
monthly on a date selected by the Board of Trustees.  To maintain a net asset
value of $1.00 per share, a Trust might withhold dividends or make
distributions from capital or capital gains.  Daily dividends will not be
declared or paid on newly purchased shares until Federal Funds are available
to a Trust from the purchase payment for such shares.

CAPITAL GAINS.  Each Trust normally holds its securities to maturity and
therefore will not usually pay capital gains. Although the Trusts do not seek
capital gains, a Trust could realize capital gains on the sale of its
portfolio securities.  If it does, it may make distributions out of any net
short-term or long-term capital gains in December of each year.  A Trust may
make supplemental distributions of dividends and capital gains following the
end of its fiscal year.

What Choices Do I Have for Receiving Distributions?  For Automatic Purchase
      and Redemption Programs, dividends and distributions are automatically
      reinvested in additional shares of the selected Trust.  For direct
      shareholders, when you open your account, you should specify on your
      application how you want to receive your dividends and distributions.
      You have four options:

o     Reinvest All Distributions in the Trust.  You can elect to reinvest
      some distributions (dividends, short-term capital gains or long-term
      capital gains distributions) in the selected Trust.
o     Reinvest Capital Gains Only.  You can elect to reinvest some capital
      gains distributions (dividends, short-term capital gains or long-term
      capital gains distributions) in the selected Trust while receiving
      dividends by check or having them sent to your bank account.
o     Receive All Distributions in Cash.  You can elect to receive a
      (dividends, short-term capital gains or long-term capital gains
      distributions) check for all distributions  or have them sent to your
      bank.
o     Reinvest Your Distributions in Another Account.  You can reinvest all
      distributions (dividends, short-term capital gains or long-term capital
      gains distributions) in the same class of shares of another eligible
      fund account you have established.


Under the terms of Automatic Purchase and Redemption Programs, your
broker-dealer can redeem shares to satisfy debit balances arising in your
Program Account. If that occurs, you will be entitled to dividends on those
shares as described in your Program Agreements.


TAXES.

Centennial Money Market Trust and Centennial Government Trust.  If your
      shares are not held in a tax-deferred retirement account, you should be
      aware of the following tax implications of investing in Centennial
      Money Market Trust and Centennial Government Trust. Dividends paid from
      net investment income and short-term capital gains are taxable as
      ordinary income.  Long-term capital gains are taxable as long-term
      capital gains when distributed to shareholders.  It does not matter how
      long you have held your shares. Whether you reinvest your distributions
      in additional shares or take them in cash, the tax treatment is the
      same.

      Every year the Trust will send you and the IRS a statement showing the
amount of each taxable distribution you received in the previous year.  Any
long-term capital gains distributions will be separately identified in the
tax information the Trust sends you after the end of the calendar year.

Centennial Tax Exempt Trust.  Exempt interest dividends paid from net
      investment income earned by the Trust on municipal securities will be
      excludable from gross income for federal income tax purposes.  A
      portion of a dividend that is derived from interest paid on certain
      "private activity bonds" may be an item of tax preference if you are
      subject to the alternative minimum tax. If the Trust earns interest on
      taxable investments, any dividends derived from those earnings will be
      taxable as ordinary income to shareholders.

      Dividends and capital gains distributions may be subject to state or
local taxes. Long-term capital gains are taxable as long-term capital gains
when distributed to shareholders.  It does not matter how long you have held
your shares.  Dividends paid from short-term capital gains and non-tax exempt
net investment income are taxable as ordinary income. Whether you reinvest
your distributions in additional shares or take them in cash, the tax
treatment is the same.  Every year the Trust will send you and the IRS a
statement showing the amount of any taxable distribution you received in the
previous year as well as the amount of your tax-exempt income.

Remember, There May be Taxes on Transactions.  Because each Trust seeks to
      maintain a stable $1.00 per share net asset value, it is unlikely that
      you will have a capital gain or loss when you sell or exchange your
      shares.  A capital gain or loss is the difference between the price you
      paid for the shares and the price you received when you sold them. Any
      capital gain is subject to capital gains tax.

Returns of Capital Can Occur.  In certain cases, distributions made by a
      Trust may be considered a non-taxable return of capital to
      shareholders.  If that occurs, it will be identified in notices to
      shareholders.

      This information is only a summary of certain federal income tax
information about your investment. You should consult with your tax adviser
about the effect of an investment in a Trust on your particular tax situation.





Financial Highlights


The Financial Highlights Tables are presented to help you understand each
Trust's financial performance for the past five fiscal years.  Certain
information reflects financial results for a single Trust share.  The total
returns in the tables represent the rate that an investor would have earned
(or lost) on an investment in the Trusts (assuming reinvestment of all
dividends and distributions).  This information for the past five fiscal
years ended June 30, 2001, has been audited by Deloitte & Touche LLP, the
Trusts' independent auditors, whose report, along with the Trusts' financial
statements, are included in the Statements of Additional Information, which
are available on request.








34


INFORMATION AND SERVICES

For More Information on Centennial Tax Exempt Trust:

The following additional information about the Trust is available without
charge upon request:

STATEMENT OF ADDITIONAL INFORMATION  This document includes additional
information about the Trust's investment policies, risks, and operations.  It
is incorporated by reference into this Prospectus (which means it is legally
part of this Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS  Additional information about the Trust's
investments and performance is available in the Trust's Annual and
Semi-Annual Reports to shareholders.  The Annual Report includes a discussion
of market conditions and investment strategies that significantly affected
the Trust's performance during its last fiscal year.

How to Get More Information:


You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, the notice explaining the Trusts' privacy policy and
other information about the Trusts or your account:


---------------------------------------------------------------------------------
By Telephone:                            Call Shareholder Services, Inc.
                                         toll-free:
                                         1.800.525.9310
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
By Mail:                                 Write to:
                                         Shareholder Services, Inc.
                                         P.O. Box 5143
                                         Denver, Colorado 80217
---------------------------------------------------------------------------------


Information about the Trust including the Statement of Additional Information
can 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 the SEC at 1.202.942.8090.  Reports and other information
about the Trust are available on the EDGAR database on the SEC's Internet
website at http://www.sec.gov. Copies may be obtained after payment of a
           ------------------
duplicating fee by electronic request at the SEC's e-mail address:
publicinfo@sec.gov or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.


No one has been authorized to provide any information about the Trust or to
make any representations about the Trust other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Trust, nor
a solicitation of an offer to buy shares of the Trust, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

                                             The Trust's shares are
distributed by:

The Fund's SEC File No. 811-03104            Centennial Asset Management
Corporation
PR0160.001.1101
Printed on recycled paper






APPENDIX TO THE PROSPECTUS OF

CENTENNIAL TAX EXEMPT TRUST

      Graphic material included in Prospectus of Centennial Tax Exempt Trust
(the "Trust") under the heading:  "Annual Total Returns (as of 12/31 each
year)."


      Bar chart will be included in the Prospectus of the Trust depicting the
annual total returns of a hypothetical investment in shares of the Trust for
the full calendar year since the Trust's inception as a money market fund.
Set forth below are the relevant data points that will appear on the bar
chart.

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Calendar Year Ended:             Annual Total Returns
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12/31/91                         4.32%

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12/31/92                         2.64%

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12/31/93                         1.91%

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12/31/94                         2.30%

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12/31/95                         3.47%

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12/31/96                         3.00%

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12/31/97                         3.11%

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12/31/98                         2.91%

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12/31/99                         2.60%

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12/31/00

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                         Centennial Tax Exempt Trust
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6803 South Tucson Way, Englewood, Colorado 80112
1.800.525.9310


          Statement of Additional Information dated November 1, 2001

      This  Statement of  Additional  Information  is not a  Prospectus.  This
document  contains  additional  information  about the  Trust and  supplements
information  in the  Prospectus  dated  November  1,  2001.  It should be read
together with the Prospectus,  which may be obtained by writing to the Trust's
Transfer  Agent,  Shareholder  Services,  Inc.,  at  P.O.  Box  5143,  Denver,
Colorado  80217,  or by calling the  Transfer  Agent at the  toll-free  number
shown above.


Contents

Page
                               About the Trust
Additional Information about the Trust's Investment Policies and Risks........
     The Trust's Investment Policies..........................................
     Other Investment Strategies..............................................
     Investment Restrictions..................................................
How the Trust is Managed......................................................
     Organization and History.................................................
     Trustees and Officers of the Trust.......................................
     The Manager..............................................................
Service Plan..................................................................
Performance of the Trust......................................................

                              About Your Account

How To Buy Shares.............................................................
How To Sell Shares............................................................
How To Exchange Shares........................................................
Dividends and Taxes...........................................................
Additional Information About the Trust........................................


                    Financial Information About the Trust
Independent Auditors' Report..................................................
Financial Statements..........................................................

Appendix A: Securities Ratings.............................................A-1
Appendix B: Industry Classifications.......................................B-1





A B O U T  T H E  T R U S T

    Additional Information About the Trust's Investment Policies and Risks

The investment  objective and the principal  investment  policies of the Trust
are described in the  Prospectus.  This  Statement of  Additional  Information
contains  supplemental  information  about  those  policies  and the  types of
securities that the Trust's  investment  manager,  Centennial Asset Management
Corporation,  (referred  to as,  the  "Manager")  will  select  for the Trust.
Additional  explanations  are also provided about the strategies the Trust may
use to try to achieve its objective.

The Trust's Investment Policies.  The composition of the Trust's portfolio and
the  techniques  and  strategies  that the Trust's  Manager  uses in selecting
portfolio  securities  will vary over time.  The Trust is not  required to use
all of the investment  techniques and strategies  described below at all times
in seeking  its goal.  It may use some of the  special  investment  techniques
and strategies at some times or not at all.

      The  Trust  does not make  investments  with the  objective  of  seeking
capital  growth.  However,  the values of the securities held by the Trust may
be affected by changes in general  interest rates and other factors,  prior to
their  maturity.  Because the current values of debt securities vary inversely
with changes in prevailing  interest rates, if interest rates increase after a
security  is   purchased,   that   security   will  normally  fall  in  value.
Conversely,  should  interest  rates  decrease  after a security is purchased,
normally its value will rise.

      However,  those  fluctuations  in value  will not  generally  result  in
realized  gains or losses to the Trust  unless  the Trust  sells the  security
prior  to the  security's  maturity.  A debt  security  held  to  maturity  is
redeemable by its issuer at full principal  value plus accrued  interest.  The
Trust  does  not  usually  intend  to  dispose  of  securities  prior to their
maturity,  but may do so for liquidity  purposes,  or because of other factors
affecting the issuer that cause the Manager to sell the  particular  security.
In that case, the Trust could realize a capital gain or loss on the sale.

      There are  variations  in the credit  quality of  municipal  securities,
both within a particular rating  classification  and between  classifications.
These  variations  depend  on  numerous  factors.   The  yields  of  municipal
securities depend on a number of factors,  including general conditions in the
municipal securities market, the size of a particular  offering,  the maturity
of the  obligation  and  rating  (if  any) of the  issue.  These  factors  are
discussed in greater detail below.

Municipal  Securities.  The types of municipal  securities  in which the Trust
may  invest  are  described  in  the  Prospectus   under  "About  the  Trust's
Investments."   Municipal  securities  are  generally  classified  as  general
obligation  bonds,  revenue  bonds and  notes.  A  discussion  of the  general
characteristics  of these  principal  types of  municipal  securities  follows
below.

      |X|   Municipal Bonds. We have classified  municipal  securities  having
a maturity  (when the security is issued) of more than one year as  "municipal
bonds."  The  principal  classifications  of  long-term  municipal  bonds  are
"general  obligation"  and  "revenue"  (including  "industrial   development")
bonds.  They may have  fixed,  variable  or  floating  rates of  interest,  as
described below.

            Some bonds may be  "callable,"  allowing the issuer to redeem them
before their  maturity  date. To protect  bondholders,  callable  bonds may be
issued with  provisions  that  prevent  them from being called for a period of
time.  Typically,  that  is 5  to  10  years  from  the  issuance  date.  When
interest rates decline,  if the call  protection on a bond has expired,  it is
more  likely  that the issuer  may call the bond.  If that  occurs,  the Trust
might have to  reinvest  the  proceeds  of the called bond in bonds that pay a
lower rate of return.

        |_| General  Obligation  Bonds.  The  basic  security  behind  general
obligation  bonds is the  issuer's  pledge of its full  faith and  credit  and
taxing  power,  if any,  for the  repayment  of  principal  and the payment of
interest.  Issuers of  general  obligation  bonds  include  states,  counties,
cities,  towns, and regional districts.  The proceeds of these obligations are
used to fund a wide  range  of  public  projects,  including  construction  or
improvement of schools,  highways and roads, and water and sewer systems.  The
rate of taxes  that can be levied  for the  payment  of debt  service on these
bonds may be limited  or  unlimited.  Additionally,  there may be limits as to
the rate or amount of  special  assessments  that can be levied to meet  these
obligations.

        |_| Revenue  Bonds.  The  principal  security  for a  revenue  bond is
generally  the net  revenues  derived  from a  particular  facility,  group of
facilities,  or, in some cases,  the proceeds of a special excise tax or other
specific  revenue  source.  Revenue bonds are issued to finance a wide variety
of capital projects.  Examples include electric, gas, water and sewer systems;
highways,  bridges,  and tunnels;  port and airport  facilities;  colleges and
universities; and hospitals.

      Although the  principal  security for these types of bonds may vary from
bond to bond, many provide  additional  security in the form of a debt service
reserve fund that may be used to make  principal and interest  payments on the
issuer's  obligations.  Housing  finance  authorities  have  a wide  range  of
security,  including  partially or fully insured  mortgages,  rent  subsidized
and/or  collateralized  mortgages,  and/or the net  revenues  from  housing or
other public projects.  Some authorities  provide further security in the form
of a state's ability (without  obligation) to make up deficiencies in the debt
service reserve fund.

        |_|       Industrial  Development Bonds.  Industrial development bonds
are  considered  municipal  bonds if the interest  paid is exempt from federal
income  tax.  They are issued by or on behalf of public  authorities  to raise
money to finance  various  privately  operated  facilities  for  business  and
manufacturing,  housing,  sports, and pollution control.  These bonds may also
be used to finance public  facilities such as airports,  mass transit systems,
ports,  and parking.  The payment of the  principal and interest on such bonds
is  dependent  solely  on the  ability  of the  facility's  user to  meet  its
financial  obligations and the pledge,  if any, of real and personal  property
financed by the bond as security for those payments.

        |_|       Private Activity  Municipal  Securities.  The Tax Reform Act
of 1986 (the "Tax Reform  Act")  reorganized,  as well as  amended,  the rules
governing   tax   exemption   for  interest  on  certain  types  of  municipal
securities.  The Tax Reform Act  generally did not change the tax treatment of
bonds issued in order to finance  governmental  operations.  Thus, interest on
general   obligation   bonds  issued  by  or  on  behalf  of  state  or  local
governments,  the proceeds of which are used to finance the operations of such
governments,  continues to be tax-exempt.  However, the Tax Reform Act limited
the use of tax-exempt  bonds for  non-governmental  (private)  purposes.  More
stringent  restrictions  were  placed on the use of  proceeds  of such  bonds.
Interest  on  certain  private  activity  bonds is taxable  under the  revised
rules.  There is an exception  for  "qualified"  tax-exempt  private  activity
bonds,  for  example,  exempt  facility  bonds  including  certain  industrial
development  bonds,  qualified  mortgage bonds,  qualified  Section  501(c)(3)
bonds, and qualified student loan bonds.  Normally,  the Trust will not invest
more than 20% of its total assets in private activity municipal  securities or
other taxable investments.

      In  addition,  limitations  as to the amount of private  activity  bonds
which each state may issue were revised  downward by the Tax Reform Act, which
will  reduce  the supply of such  bonds.  The value of the  Trust's  portfolio
could be affected if there is a reduction in the availability of such bonds.

      Interest on certain private  activity bonds issued after August 7, 1986,
which  continues to be tax-exempt,  will be treated as a tax  preference  item
subject to the  alternative  minimum tax  (discussed  below) to which  certain
taxpayers are subject.  The Trust may hold  municipal  securities the interest
on which  (and thus a  proportionate  share of the  exempt-interest  dividends
paid by the Trust) will be subject to the federal  alternative  minimum tax on
individuals and corporations.

      The  federal  alternative  minimum  tax is  designed  to ensure that all
persons who receive  income pay some tax,  even if their  regular tax is zero.
This is  accomplished  in part by  including  in taxable  income  certain  tax
preference  items  that  are used to  calculate  alternative  minimum  taxable
income.  The Tax Reform Act made  tax-exempt  interest  from  certain  private
activity bonds a tax preference item for purposes of the  alternative  minimum
tax on individuals and corporations.  Any  exempt-interest  dividend paid by a
regulated  investment  company  will be  treated  as  interest  on a  specific
private  activity  bond to the extent of the  proportionate  relationship  the
interest  the  investment  company  receives  on such  bonds  bears to all its
exempt interest dividends.

      In addition,  corporate taxpayers subject to the alternative minimum tax
may, under some circumstances,  have to include  exempt-interest  dividends in
calculating  their  alternative  minimum taxable  income.  That could occur in
situations where the "adjusted  current  earnings" of the corporation  exceeds
its alternative minimum taxable income.

      To  determine  whether a  municipal  security  is  treated  as a taxable
private  activity  bond,  it is subject to a test for: (a) a trade or business
use and security interest, or (b) a private loan restriction.  Under the trade
or  business  use and  security  interest  test,  an  obligation  is a private
activity  bond if: (i) more than 10% of the bond proceeds are used for private
business  purposes  and  (ii)  10% or  more of the  payment  of  principal  or
interest on the issue is directly or indirectly  derived from such private use
or is secured by the privately  used  property or the payments  related to the
use of the property.  For certain types of uses, a 5% threshold is substituted
for this 10% threshold.

      The term  "private  business  use" means any direct or indirect use in a
trade or business  carried on by an individual or entity other than a state or
municipal  governmental  unit. Under the private loan restriction,  the amount
of bond  proceeds  that may be used to make  private  loans is  limited to the
lesser  of 5% or  $5.0  million  of the  proceeds.  Thus,  certain  issues  of
municipal  securities could lose their tax-exempt status  retroactively if the
issuer  fails  to  meet  certain  requirements  as to the  expenditure  of the
proceeds  of that issue or the use of the  bond-financed  facility.  The Trust
makes no independent  investigation of the users of such bonds or their use of
proceeds  of the  bonds.  If the  Trust  should  hold a bond  that  loses  its
tax-exempt  status  retroactively,   there  might  be  an  adjustment  to  the
tax-exempt income previously distributed to shareholders.

      Additionally,  a  private  activity  bond  that  would  otherwise  be  a
qualified  tax-exempt  private  activity bond will not, under Internal Revenue
Code Section  147(a),  be a qualified  bond for any period  during which it is
held  by a  person  who is a  "substantial  user"  of the  facilities  or by a
"related  person"  of  such  a  substantial  user.  This  "substantial   user"
provision  applies  primarily to exempt facility bonds,  including  industrial
development  bonds. The Trust may invest in industrial  development  bonds and
other private activity bonds.  Therefore,  the Trust may not be an appropriate
investment for entities which are  "substantial  users" (or persons related to
"substantial  users") of such exempt  facilities.  Those  entities and persons
should consult their tax advisers before purchasing shares of the Trust.

      A  "substantial  user" of such  facilities  is  defined  generally  as a
"non-exempt  person who regularly  uses part of a facility"  financed from the
proceeds of exempt  facility  bonds.  Generally,  an individual  will not be a
"related  person"  under the Internal  Revenue Code unless such  individual or
the  individual's  immediate family (spouse,  brothers,  sisters and immediate
descendants)  own directly or  indirectly  in the  aggregate  more than 50% in
value of the equity of a corporation  or  partnership  which is a "substantial
user" of a facility financed from the proceeds of exempt facility bonds.

      |X|   Municipal  Notes.  Municipal  securities  having a maturity  (when
the security is issued) of one year or less are  generally  known as municipal
notes.  Municipal notes  generally are used to provide for short-term  working
capital  needs.  Some of the types of municipal  notes the Trust can invest in
are described below.

        |_| Tax  Anticipation  Notes.  These  are  issued to  finance  working
capital needs of  municipalities.  Generally,  they are issued in anticipation
of various seasonal tax revenue,  such as income, sales, use or other business
taxes, and are payable from these specific future taxes.

        |_| Revenue   Anticipation   Notes.   These   are   notes   issued  in
expectation  of receipt of other  types of revenue,  such as federal  revenues
available under federal revenue-sharing programs.

        |_| Bond Anticipation  Notes.  Bond  anticipation  notes are issued to
provide  interim  financing  until  long-term  financing can be arranged.  The
long-term  bonds  that are issued  typically  also  provide  the money for the
repayment of the notes.

        |_| Construction  Loan  Notes.  These  are  sold  to  provide  project
construction  financing  until  permanent  financing  can  be  secured.  After
successful  completion and acceptance of the project, it may receive permanent
financing through public agencies, such as the Federal Housing Administration.

      |X|   Tax Exempt Commercial  Paper.  This type of short-term  obligation
(usually  having a maturity  of 270 days or less) is issued by a  municipality
to meet current working capital needs.

      |X|   Municipal   Lease   Obligations.   The  Trust's   investments   in
municipal lease obligations may be through  certificates of participation that
are offered to investors  by public  entities.  Municipal  leases may take the
form of a lease  or an  installment  purchase  contract  issued  by a state or
local  government  authority  to obtain  funds to  acquire a wide  variety  of
equipment and facilities.

      Some  municipal  lease   securities  may  be  deemed  to  be  "illiquid"
securities.  Their  purchase by the Trust would be limited as described  below
in "Illiquid  Securities." From time to time the Trust may invest more than 5%
of its net  assets  in  municipal  lease  obligations  that  the  Manager  has
determined to be liquid under  guidelines set by the Board of Trustees.  Those
guidelines require the Manager to evaluate:
      |_|   the frequency of trades and price quotations for such securities;
      |_|   the  number  of  dealers  or other  potential  buyers  willing  to
      purchase or sell such securities;
      |_|   the availability of market-makers; and
      |_|                             the   nature  of  the  trades  for  such
      securities.

            Municipal leases have special risk considerations.  Although lease
obligations do not constitute  general  obligations  of the  municipality  for
which the  municipality's  taxing  power is  pledged,  a lease  obligation  is
ordinarily backed by the  municipality's  covenant to budget for,  appropriate
and make the payments due under the lease obligation.  However,  certain lease
obligations  contain   "non-appropriation"  clauses  which  provide  that  the
municipality has no obligation to make lease or installment  purchase payments
in future  years  unless  money is  appropriated  for that purpose on a yearly
basis.  While  the  obligation  might be  secured  by the  lease,  it might be
difficult to dispose of that property in case of a default.

      Projects financed with  certificates of participation  generally are not
subject  to  state   constitutional   debt   limitations  or  other  statutory
requirements  that may apply to other  municipal  securities.  Payments by the
public entity on the obligation  underlying the  certificates are derived from
available  revenue  sources.  That revenue might be diverted to the funding of
other municipal service  projects.  Payments of interest and/or principal with
respect  to the  certificates  are not  guaranteed  and do not  constitute  an
obligation of a state or any of its political subdivisions.

      In  addition  to  the  risk  of  "non-appropriation,"   municipal  lease
securities  do not have as highly  liquid a market as  conventional  municipal
bonds.  Municipal leases,  like other municipal debt obligations,  are subject
to the risk of  non-payment  of  interest or  repayment  of  principal  by the
issuer.  The  ability of  issuers of  municipal  leases to make  timely  lease
payments  may be  adversely  affected  in general  economic  downturns  and as
relative  governmental cost burdens are reallocated  among federal,  state and
local  governmental  units.  A default in payment of income  would result in a
reduction  of income to the Trust.  It could also result in a reduction in the
value of the  municipal  lease and that,  as well as a default in repayment of
principal,  could  result in a decrease  in the net asset  value of the Trust.
While the Trust holds such  securities,  the Manager  will also  evaluate  the
likelihood  of a  continuing  market  for these  securities  and their  credit
quality.

Floating  Rate/Variable Rate Obligations.  The Trust may invest in instruments
with  floating or variable  interest  rates.  The interest  rate on a floating
rate obligation is based on a stated  prevailing market rate, such as a bank's
prime  rate,  the  90-day  U.S.  Treasury  Bill  rate,  the rate of  return on
commercial  paper or bank  certificates  of deposit,  or some other  standard.
The rate on the  investment  is  adjusted  automatically  each time the market
rate is adjusted.  The interest  rate on a variable  rate  obligation  is also
based on a stated  prevailing  market rate but is adjusted  automatically at a
specified  interval of not less than one year.  Some variable rate or floating
rate  obligations  in  which  the  Trust  may  invest  have a  demand  feature
entitling  the holder to demand  payment of an amount  approximately  equal to
the  amortized  cost  of  the  instrument  or  the  principal  amount  of  the
instrument  plus accrued  interest at any time, or at specified  intervals not
exceeding  one year.  These notes may or may not be backed by bank  letters of
credit.

      Variable rate demand notes may include  master  demand notes,  which are
obligations  that  permit the Trust to invest  fluctuating  amounts in a note.
The amount may change daily without penalty,  pursuant to direct  arrangements
between  the Trust,  as the note  purchaser,  and the issuer of the note.  The
interest  rates on these  notes  fluctuate  from time to time.  The  issuer of
this type of obligation  normally has a corresponding right in its discretion,
after a given  period,  to  prepay  the  outstanding  principal  amount of the
obligation plus accrued  interest.  The issuer must give a specified number of
days' notice to the holders of those  obligations.  Generally,  the changes in
the interest rate on those  securities  reduce the fluctuation in their market
value.  As interest  rates  decrease or increase,  the  potential  for capital
appreciation  or  depreciation  is less than that for  fixed-rate  obligations
having the same maturity.

      Because  these  types of  obligations  are direct  lending  arrangements
between  the  note  purchaser  and  issuer  of  the  note,  these  instruments
generally will not be traded.  Generally,  there is no  established  secondary
market for these types of  obligations,  although they are redeemable from the
issuer at face value.  Accordingly,  where these  obligations  are not secured
by letters of credit or other credit support  arrangements,  the Trust's right
to  redeem  them  is  dependent  on the  ability  of the  note  issuer  to pay
principal and interest on demand.  These types of obligations  usually are not
rated by credit  rating  agencies.  The Trust may invest in  obligations  that
are not rated only if the Manager  determines at the time of  investment  that
they are  Eligible  Securities.  The  Manager,  on behalf of the  Trust,  will
monitor the  creditworthiness of the issuers of the floating and variable rate
obligations in the Trust's  portfolio on an ongoing  basis.  There is no limit
on the amount of the Trust's  assets that may be invested in floating rate and
variable rate obligations that meet the requirements of Rule 2a-7.

When-Issued and Delayed  Delivery  Transactions.  As stated in the Prospectus,
the Trust may invest in municipal  securities on a  "when-issued"  or "delayed
delivery"  basis.  Payment for and delivery of the securities shall not exceed
120 days from the date the offer is  accepted.  The  purchase  price and yield
are  fixed at the time the  buyer  enters  into  the  commitment.  During  the
period  between the time of commitment and  settlement,  no payment is made by
the  Trust to the  issuer  and no  interest  accrues  to the  Trust  from this
investment.  However,  the Trust  intends to be as fully  invested as possible
and will not  invest  in  when-issued  securities  if its  income or net asset
value will be materially  adversely affected.  At the time the Trust makes the
commitment to purchase a municipal  security on a when-issued  basis,  it will
record the  transaction  on its books and reflect the value of the security in
determining  its net asset value.  It will also segregate cash or other liquid
high quality  Securities  equal in value to the commitment for the when-issued
securities.  While  when-issued  securities  may be sold  prior to  settlement
date, the Trust intends to acquire the  securities  upon  settlement  unless a
prior sale appears  desirable  for  investment  reasons.  There is a risk that
the yield  available in the market when delivery occurs may be higher than the
yield on the security acquired.

      |X|   Ratings  of   Securities  --  Portfolio   Quality,   Maturity  and
Diversification.  Under Rule 2a-7 of the  Investment  Company  Act,  the Trust
uses the amortized cost method to value its portfolio  securities to determine
the  Trust's net asset value per share.  Rule 2a-7  places  restrictions  on a
money  market  fund's  investments.  Under that Rule,  the Trust may  purchase
only those securities that the Manager, under Board-approved  procedures,  has
determined  have  minimal  credit  risks and are  "Eligible  Securities."  The
rating  restrictions  described  in  the  Prospectus  and  this  Statement  of
Additional  Information  do not  apply to banks in which the  Trust's  cash is
kept.

      An  "Eligible  Security"  is one that  has been  rated in one of the two
highest  short-term  rating  categories  by  any  two   "nationally-recognized
statistical  rating  organizations."  That  term is  defined  in Rule 2a-7 and
they  are  referred  to  as  "Rating   Organizations"  in  this  Statement  of
Additional  Information.  If only  one  Rating  Organization  has  rated  that
security,  it must have been rated in one of the two highest rating categories
by that  Rating  Organization.  An  unrated  security  that is  judged  by the
Manager to be of  comparable  quality to Eligible  Securities  rated by Rating
Organizations may also be an "Eligible Security."

      Rule  2a-7  permits  the Trust to  purchase  any  number of "First  Tier
Securities."  These  are  Eligible  Securities  that  have  been  rated in the
highest  rating  category  for  short-term  debt  obligations  by at least two
Rating  Organizations.  If only one Rating Organization has rated a particular
security,  it must have been  rated in the  highest  rating  category  by that
Rating  Organization.  Comparable  unrated  securities  may also be First Tier
Securities.

      Under Rule 2a-7,  the Trust may invest only up to 5% of its total assets
in  "Second  Tier  Securities."  Those are  Eligible  Securities  that are not
"First Tier Securities."  In addition, the Trust may not invest more than:

      |_|   5% of its total assets in the  securities of any one issuer (other
      than the U.S. government, its agencies or instrumentalities) or
      |_|   1% of its total  assets or $1 million  (whichever  is  greater) in
      Second Tier Conduit Securities of any one issuer.

      The Trust may buy  second  tier  "conduit  securities".  These  eligible
securities  are  securities  rated by rating  organizations  but are not first
tier  securities.   Conduit  securities  are  municipal   securities  such  as
industrial  development  or revenue  bonds  issued to  finance  non-government
projects.  The payment of the principal and interest on a conduit  security is
not the obligation of the municipal  issuer,  but is the obligation of another
person  who is  ultimately  responsible  for  the  payment  of  principal  and
interest, such as the user of the facility.

      Under Rule  2a-7,  the Trust must  maintain  a  dollar-weighted  average
portfolio  maturity of not more than 90 days,  and the  maturity of any single
portfolio  investment  may not exceed 397 days.  The Board  regularly  reviews
reports  from the Manager to show the  Manager's  compliance  with the Trust's
procedures and with the Rule.

      If a security's  rating is  downgraded,  the Manager and/or the Board of
Trustees may have to reassess the  security's  credit risk.  If a security has
ceased  to be a First  Tier  Security,  the  Manager  will  promptly  reassess
whether  the  security  continues  to  present  minimal  credit  risk.  If the
Manager becomes aware that any Rating  Organization  has downgraded its rating
of a Second  Tier  Security  or rated an  unrated  security  below its  second
highest  rating  category,  the  Trust's  Board  of  Trustees  shall  promptly
reassess  whether the security  presents minimal credit risk and whether it is
in the best  interests  of the Trust to dispose  of it. If the Trust  disposes
of the  security  within five days of the Manager  learning of the  downgrade,
the Manager will provide the Board of Trustees with subsequent  notice of such
downgrade.  If a  security  is  in  default,  or  ceases  to  be  an  Eligible
Security,  or is determined  no longer to present  minimal  credit risks,  the
Board of Trustees must determine  whether it would be in the best interests of
the Trust to dispose of the security.

      The Rating Organizations  currently designated as  nationally-recognized
statistical  rating  organizations  by the Securities and Exchange  Commission
are Standard & Poor's  Corporation,  Moody's Investors  Service,  Inc., Fitch,
Inc. and Thomson  BankWatch,  Inc.  Appendix A to this Statement of Additional
Information  contains  descriptions  of the rating  categories of those Rating
Organizations.  Ratings  at  the  time  of  purchase  will  determine  whether
securities may be acquired under the restrictions described above.

Other Investment Strategies

Repurchase  Agreements.  In a  repurchase  transaction,  the Trust  acquires a
security from, and  simultaneously  resells it to, an approved  vendor (a U.S.
commercial  bank or the U.S.  branch of a foreign bank having  total  domestic
assets of at least $1  billion  or a  broker-dealer  with a net  capital of at
least  $50  million  and  which  has  been  designated  a  primary  dealer  in
government  securities).  The resale price  exceeds the  purchase  price by an
amount that reflects an  agreed-upon  interest  rate  effective for the period
during  which the  repurchase  agreement  is in effect.  The majority of these
transactions  run  from  day to  day,  and  delivery  pursuant  to the  resale
typically  will  occur  within  one to five days of the  purchase.  Repurchase
agreements  are considered  "loans" under the Investment  Company Act of 1940,
as amended (the  "Investment  Company Act")  collateralized  by the underlying
security.  The Trust's  repurchase  agreements require that at all times while
the repurchase  agreement is in effect, the value of the collateral must equal
or  exceed  the  repurchase  price  to  fully   collateralize   the  repayment
obligation.    Additionally,   the   Manager   will   monitor   the   vendor's
creditworthiness  to  confirm  that the vendor is  financially  sound and will
continuously monitor the collateral's value.

Puts and Standby  Commitments.  When the Trust buys municipal  securities,  it
may obtain a standby  commitment  from the seller to repurchase the securities
that entitles the Trust to achieve same day  settlement  from the  repurchaser
and  to  receive  an  exercise  price  equal  to  the  amortized  cost  of the
underlying  security plus accrued  interest,  if any, at the time of exercise.
A put purchased in conjunction with a municipal  security enables the Trust to
sell the  underlying  security  within a  specified  period of time at a fixed
exercise  price.  The  Trust may pay for a standby  commitment  or put  either
separately  in cash or by paying a higher  price for the  securities  acquired
subject  to the  standby  commitment  or put.  The Trust will enter into these
transactions  only with banks and dealers  which,  in the  Manager's  opinion,
present  minimal  credit risks.  The Trust's  purchases of puts are subject to
the  provisions  of Rule 2a-7 under the  Investment  Company  Act  because the
Trust uses the  amortized  cost method to value its portfolio  securities.  An
unconditional  put or guarantee  with respect to a security will not be deemed
to be issued by the institution  providing the guarantee or put, provided that
the value of all securities  held by the Trust and issued or guaranteed by the
issuer  providing  the  guarantee  or put shall not exceed 10% of the  Trust's
total assets.

Diversification.   For  purposes  of  diversification   under  the  Investment
Company Act, and the Trust's  investment  restrictions,  the identification of
the issuer of a Municipal  Bond or Note depends on the terms and conditions of
the  security.  When  the  assets  and  revenues  of  an  agency,   authority,
instrumentality or other political  subdivision are separate from those of the
government  creating  the  subdivision  and the security is backed only by the
assets and revenues of the subdivision,  such  subdivision  would be deemed to
be the  sole  issuer.  Similarly,  in the  case of an  industrial  development
bond,  if  that  bond  is  backed  only  by the  assets  and  revenues  of the
nongovernmental  user,  then such  nongovernmental  user would be deemed to be
the sole issuer.  If,  however,  in either case,  the creating  government  or
some other entity guarantees a security,  such a guarantee would be considered
a separate  security  and is to be treated as an issue of such  government  or
other  entity.  Conduit  securities  are  deemed to be  issued  by the  person
ultimately responsible for payments of interest and principal on the security.

Investment Restrictions

      |X|   What Are "Fundamental  Policies?"  Fundamental  policies are those
policies  that the Trust has  adopted  to govern its  investments  that can be
changed only by the vote of a  "majority"  of the Trust's  outstanding  voting
securities.  Under the  Investment  Company Act, a "majority"  vote is defined
as the vote of the holders of the lesser of:

        |_|                           67% or more  of the  shares  present  or
      represented  by proxy at a shareholder  meeting,  if the holders of more
      than 50% of the outstanding  shares are present or represented by proxy,
      or
        |_|                           more than 50% of the outstanding shares.

      The  Trust's  investment   objective  is  a  fundamental  policy.  Other
policies   described  in  the  Prospectus  or  this  Statement  of  Additional
Information  are  "fundamental"  only if they  are  identified  as  such.  The
Trust's  Board  of  Trustees  can  change  non-fundamental   policies  without
shareholder  approval.  However,  significant  changes to investment  policies
will  be  described  in  supplements  or  updates  to the  Prospectus  or this
Statement  of  Additional  Information,  as  appropriate.   The  Trust's  most
significant investment policies are described in the Prospectus.

|X|   Does the Trust  Have  Additional  Fundamental  Policies?  The  following
investment restrictions are fundamental policies of the Trust.

        |_| The  Trust   cannot  make  loans,   except  by   purchasing   debt
obligations  in  accordance  with its  investment  policies as approved by the
Board,  or by entering into  repurchase  agreements,  or by lending  portfolio
securities in accordance with applicable regulations;

        |_| The Trust cannot  borrow  money except as a temporary  measure for
extraordinary or emergency  purposes,  and then only up to 10% of the value of
its  assets;  no more  than 10% of the  Trust's  net  assets  may be  pledged,
mortgaged  or  assigned  to secure a debt;  no  investments  may be made while
outstanding  borrowings,  other than by means of reverse repurchase agreements
(which are not considered  borrowings  under this  restriction),  exceed 5% of
its assets;

        |_| The  Trust  cannot  invest  more than 5% of the value of its total
assets  taken  at  market  value  in the  securities  of any one  issuer  (not
including  the U.S.  government  or its agencies or  instrumentalities,  whose
securities may be purchased without limitation for defensive purposes);

        |_| The Trust cannot purchase more than 10% of the outstanding  voting
securities  of any one  issuer or  invest  in  companies  for the  purpose  of
exercising control;

        |_|       The  Trust  cannot  invest  in   commodities   or  commodity
contracts or invest in interests in oil, gas or other mineral  exploration  or
development programs;

        |_| The Trust  cannot  invest in real  estate;  however  the Trust may
purchase municipal bonds or notes secured by interests in real estate;

        |_| The Trust  cannot  make  short  sales of  securities  or  purchase
securities  on  margin,  except  for  short-term  credits  necessary  for  the
clearance of purchases and sales of portfolio securities;

        |_| The Trust  cannot  invest in or hold  securities  of any issuer if
those  officers  and  trustees  or  directors  of the Trust or its advisor who
beneficially own individually  more than 0.5% of the securities of such issuer
together own more than 5% of the securities of such issuer;

        |_| The Trust cannot  underwrite  securities  issued by other  persons
except  to  the  extent  that,  in  connection  with  the  disposition  of its
portfolio  investments,  it may be deemed to be an underwriter for purposes of
the Securities Act of 1933;

        |_| The  Trust  cannot  invest  in  securities  of  other   investment
companies  except as they may be acquired  as part of a merger,  consolidation
or acquisition of assets; or

        The  Trust  cannot  issue  "senior  securities,"  but  this  does  not
           prohibit  certain  investment  activities  for which  assets of the
           Trust are  designated  as  segregated,  or  margin,  collateral  or
           escrow   arrangements  are   established,   to  cover  the  related
           obligations.

|_|   The  Trust  cannot  invest  25% or
   more of its  total  assets in any one
   industry;  however,  for the purposes
   of   this   restriction,    municipal
   securities   and   U.S.    government
   obligations  are not considered to be
   part of any single industry.

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

      Except    for   the    fundamental
investment   restriction  regarding  the
Trust's  borrowing  policy,  unless  the
Prospectus   or   this    Statement   of
Additional  Information  states  that  a
percentage  restriction  applies  on  an
ongoing  basis,  it applies  only at the
time the Trust makes an investment.  The
Trust need not sell  securities  to meet
the  percentage  limits  if the value of
the  investment  increases in proportion
to the size of the Trust.

      For   purposes   of  the   Trust's
policy    not   to    concentrate    its
investments  in  securities  of issuers,
the  Trust  has  adopted  the   industry
classifications  set forth in Appendix B
to   this    Statement   of   Additional
Information.  This is not a  fundamental
policy.

        How the Trust Is Managed

Organization  and History.  The Trust is
an  open-end,   diversified   management
investment   company   organized   as  a
Massachusetts  business  trust  in 1985,
with an unlimited  number of  authorized
shares of beneficial interest.

      The Trust is  governed  by a Board
of Trustees,  which is  responsible  for
protecting      the     interests     of
shareholders  under  Massachusetts  law.
The    Trustees    meet     periodically
throughout   the  year  to  oversee  the
Trust's    activities,     review    its
performance,  and review the  actions of
the  Manager.  Although  the Trust  will
not  normally  hold  annual  meetings of
its    shareholders,    it   may    hold
shareholder  meetings  from time to time
on important  matters.  Shareholders  of
the  Trust  may have the right to call a
meeting  to remove a Trustee  or to take
other    action    described    in   the
Declaration of Trust.


         The  Board of  Trustees  has an
Audit    Committee    and    a    Review
Committee.  The  members  of  the  Audit
Committee  are  Edward  L.  Cameron,  C.
Howard  Kast  and F.  William  Marshall.
The      Audit       Committee      held
_________meetings   during   the  Fund's
fiscal  year  ended  ______,  _________.
The Audit  Committee  provides the Board
with   recommendations   regarding   the
selection  of  the  Fund's   independent
auditor.   The  Audit   Committee   also
reviews  the scope and results of audits
and  the  audit  fees  charged,  reviews
reports  from  the  Fund's   independent
audit  concerning  the  Fund's  internal
accounting  procedures  and controls and
selects and  nominates  for  approval by
the Board the independent Trustees.

      The    members   of   the   Review
Committee   are  Jon  S.   Fossel,   Sam
Freedman,  William L.  Armstrong,  Roger
G.  Avis  and  George  C.   Bowen.   The
Review Committee held ________  meetings
during    the    fiscal    year    ended
_____________,    ____.    The    Review
Committee   reviews  reports  and  makes
recommendations  to the Board concerning
the  fees  paid to the  Fund's  Transfer
Agent and the  services  provided to the
Fund by the Transfer  Agent.  The Review
Committee  also  reviews   policies  and
procedures   adopted   by  the  Fund  to
comply with the  Investment  Company Act
of 1940 and after applicable law.


      |X|                 Classes     of
Shares.  The  Trust  has a single  class
of  shares of stock.  While  that  class
has no  designation,  it is deemed to be
the  equivalent  of Class A for purposes
of  the  shareholder   account  policies
that  apply  to  Class A  shares  of the
Oppenheimer  funds.  Shares of the Trust
are  freely  transferable.   Each  share
has one  vote at  shareholder  meetings,
with     fractional     shares    voting
proportionally  on matters  submitted to
a vote  of  shareholders.  There  are no
preemptive  or  conversion   rights  and
shares   participate   equally   in  the
assets of the Trust upon liquidation.

      |X|   Meetings  of   Shareholders.
As a Massachusetts  business trust,  the
Trust is not required to hold,  and does
not   plan  to  hold,   regular   annual
meetings  of  shareholders.   The  Trust
will hold  meetings  when required to do
so by  the  Investment  Company  Act  or
other  applicable  law.  It will also do
so when a shareholder  meeting is called
by the  Trustees or upon proper  request
of the shareholders.

      Shareholders  have the right, upon
the  declaration  in  writing or vote of
two-thirds of the outstanding  shares of
the  Trust,  to  remove a  Trustee.  The
Trustees   will   call  a   meeting   of
shareholders  to vote on the  removal of
a Trustee  upon the  written  request of
the   record   holders  of  10%  of  the
outstanding  shares  of  the  Trust.  If
the  Trustees  receive a request from at
least 10 shareholders  stating that they
wish   to    communicate    with   other
shareholders  to  request a  meeting  to
remove  a  Trustee,  the  Trustees  will
then either make the  shareholder  lists
of   the   Trust    available   to   the
applicants  or mail their  communication
to  all   other   shareholders   at  the
applicants' expense.  The
shareholders  making  the  request  must
have been  shareholders for at least six
months  and  must  hold  shares  of  the
Trust  valued  at  $25,000  or  more  or
constituting   at   least   1%  of   the
outstanding   shares   of   the   Trust,
whichever  is  less.  The  Trustees  may
also take other  action as  permitted by
the Investment Company Act.

        |_|       Shareholder        and
Trustee  Liability.  The  Declaration of
Trust contains an express  disclaimer of
shareholder  or  Trustee  liability  for
the   Trust's   obligations.   It   also
provides   for    indemnification    and
reimbursement  of  expenses  out  of the
Trust's  property  for  any  shareholder
held    personally    liable   for   its
obligations.  The  Declaration  of Trust
also  states  that  upon  request,   the
Trust  shall  assume the  defense of any
claim  made  against a  shareholder  for
any act or  obligation  of the Trust and
shall   satisfy  any  judgment  on  that
claim.   Massachusetts   law  permits  a
shareholder  of a business  trust  (such
as  the  Trust)  to be  held  personally
liable  as  a  "partner"  under  certain
circumstances.  However,  the risk  that
a   Trust    shareholder    will   incur
financial  loss from being  held  liable
as a  "partner"  of the Trust is limited
to the relatively  remote  circumstances
in which  the  Trust  would be unable to
meet its obligations.

      The      Trust's       contractual
arrangements   state   that  any  person
doing  business with the Trust (and each
shareholder  of the Trust)  agrees under
the  Declaration of Trust to look solely
to  the   assets   of  the   Trust   for
satisfaction  of  any  claim  or  demand
that may arise out of any dealings  with
the Trust.  Additionally,  the  Trustees
shall have no personal  liability to any
such person,  to the extent permitted by
law.


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

Trustees and Officers of the Trust.  The Trust's Trustees and officers and their
principal occupations and business affiliations during the past five years are
listed below.  Trustees denoted with an asterisk (*) below are deemed to be
"interested persons" of the Trust under the Investment Company Act.  All of the
Trustees are also trustees, directors or managing general partners of the following
Denver-based Oppenheimer funds1:

Oppenheimer Cash Reserves

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

Oppenheimer Champion Income Fund         Oppenheimer Senior Floating Rate Fund

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

Oppenheimer Capital Income Fund          Oppenheimer Strategic Income Fund

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

Oppenheimer High Yield Fund              Oppenheimer Total Return Fund, Inc.

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

Oppenheimer International Bond Fund      Oppenheimer Variable Account Funds

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

Oppenheimer Integrity Funds              Panorama Series Fund, Inc.

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

Oppenheimer Limited-Term Government Fund Centennial America Fund, L. P.

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

Oppenheimer Main Street Funds, Inc.      Centennial California Tax Exempt Trust

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

Oppenheimer   Main  Street   Opportuni
Fund                                  ty Centennial Government Trust

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

Oppenheimer Main Street Small Cap Fund   Centennial Money Market Trust

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

Oppenheimer Municipal Fund               Centennial New York Tax Exempt Trust

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

Oppenheimer Real Asset Fund              Centennial Tax Exempt Trust

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



James C. Swain*, Chairman, Chief Executive Officer and Trustee, Age: 67
6803 South Tucson Way, Englewood, Colorado 80112
Vice Chairman (since September 1988) of  OppenheimerFunds,  Inc.; of which the
Manager is a  wholly-owned  subsidiary;  formerly  President and a director of
the  Manager  and  Chairman  of the Board of  Shareholder  Services,  Inc.,  a
transfer agent subsidiary of OppenheimerFunds, Inc.

William L. Armstrong, Trustee, Age: 64.
6803 South Tucson Way, Englewood, Colorado 80112
Chairman of the following  private  mortgage banking  companies:  Cherry Creek
Mortgage  Company  (since 1991),  Centennial  State  Mortgage  Company  (since
1994),  The  El  Paso  Mortgage  Company  (since  1993),  Transland  Financial
Services,  Inc.  (since 1997);  Chairman of the following  private  companies:
Great Frontier Insurance  (insurance agency) (since 1995) and Ambassador Media
Corporation (since 1984); Director of the following public companies:  Storage
Technology  Corporation (computer equipment company) (since 1991), Helmerich &
Payne,   Inc.  (oil  and  gas   drilling/production   company)  (since  1992),
UNUMProvident   (insurance   company)  (since  1991);   formerly  Director  of
International  Family  Entertainment  (television  channel)  (1992 - 1997) and
Natec Resources,  Inc. (air pollution  control equipment and services company)
(1991-1995),  Frontier Real Estate,  Inc.  (residential real estate brokerage)
(1994-1999),  and Frontier Title (title insurance  agency)  (1995-June  1999);
formerly U.S. Senator (January 1979-January 1991).

Robert G. Avis*, Trustee, Age: 70.
6803 South Tucson Way, Englewood, Colorado 80112
Director and  President of A.G.  Edwards  Capital,  Inc.  (General  Partner of
private equity funds),  formerly,  until March 2000,  Chairman,  President and
Chief Executive Officer of A.G. Edwards Capital,  Inc.; formerly,  until March
1999,  Vice Chairman and Director of A.G.  Edwards,  Inc. and Vice Chairman of
A.G.  Edwards & Sons,  Inc. (its brokerage  company  subsidiary);  until March
1999,  Chairman of A.G.  Edwards  Trust  Company and A.G.E.  Asset  Management
(investment advisor);  until March 2000, a Director of A.G. Edwards & Sons and
A.G. Edwards Trust Company.

George C. Bowen, Trustee, Age: 64.
6803 South Tucson Way, Englewood, Colorado 80112
Formerly  (until April 1999) Mr. Bowen held the  following  positions:  Senior
Vice  President  (from  September  1987) and  Treasurer  (from  March 1985) of
OppenheimerFunds,  Inc; Vice President  (from June 1983) and Treasurer  (since
March  1985)  of   OppenheimerFunds,   Distributor,   Inc.,  a  subsidiary  of
OppenheimerFunds,  Inc. and the Trust's Sub-Distributor; Senior Vice President
(since February 1992),  Treasurer (since July 1991) Assistant  Secretary and a
director (since December 1991) of the Manager;  Vice President  (since October
1989)  and  Treasurer  (since  April  1986) of  HarbourView  Asset  Management
Corporation;  President,  Treasurer  and  a  director  of  Centennial  Capital
Corporation  (since June 1989);  Vice  President and  Treasurer  (since August
1978) and Secretary  (since April 1981) of Shareholder  Services,  Inc.;  Vice
President,  Treasurer and Secretary of Shareholder  Financial  Services,  Inc.
(since November 1989);  Assistant  Treasurer of Oppenheimer  Acquisition Corp.
(since  March 1998);  Treasurer  of  Oppenheimer  Partnership  Holdings,  Inc.
(since November 1989);  Vice President and Treasurer of Oppenheimer Real Asset
Management,   Inc.   (since  July   1996);   Treasurer   of   OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since October 1997).

Edward L. Cameron, Trustee, Age: 62
6803 South Tucson Way, Englewood, Colorado 80112
Formerly  (from  1974-1999)  a  partner  with  PricewaterhouseCoopers  LLC (an
accounting  firm)  and  Chairman,   Price  Waterhouse  LLP  Global  Investment
Management Industry Services Group (from 1994-1998).

Jon S. Fossel, Trustee, Age: 59.
6803 South Tucson Way, Englewood, Colorado 80112
Formerly  (until  October 1996)  Chairman and a director of  OppenheimerFunds,
Inc.; President and a director of Oppenheimer  Acquisition Corp.,  Shareholder
Services, Inc. and Shareholder Financial Services, Inc.

Sam Freedman, Trustee, Age: 60.
6803 South Tucson Way, Englewood, Colorado 80112

Formerly  (until  October  1994)  Chairman  and  Chief  Executive  Officer  of
OppenheimerFunds  Services,  Chairman,  Chief Executive Officer and a director
of Shareholder Services,  Inc., Chairman, Chief Executive Officer and director
of  Shareholder  Financial  Services,  Inc.,  Vice  President  and director of
Oppenheimer Acquisition Corp. and a director of OppenheimerFunds, Inc.


Richard F. Grabish*, Trustee, Age: 52.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President,  Assistant  Director of Sales and Marketing since March
1997, and Manager of Private Client Services since June 1985 for A.G.  Edwards
&  Sons,  Inc.   (broker/dealer  and  investment  firm).  Chairman  and  Chief
Executive  Officer of A.G.  Edwards Trust Company since March 2001).  Director
of A.G.  Edwards & Sons,  Inc. since March 1988);  formerly (until March 1987)
President and Vice Chairman of A.G. Edwards Trust Company.

C. Howard Kast, Trustee, Age: 79.
6803 South Tucson Way, Englewood, Colorado 80112

Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).


Robert M. Kirchner, Trustee, Age: 79.
6803 South Tucson Way, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

F. William Marshall, Jr., Trustee, Age: 59.
6803 South Tucson Way, Englewood, Colorado 80112
Formerly  (until 1999)  Chairman of SIS & Family Bank,  F.S.B.  (formerly  SIS
Bank);  President,  Chief Executive Officer and Director of SIS Bankcorp, Inc.
and SIS Bank  (formerly  Springfield  Institution  for  Savings)  (1993-1999);
Executive Vice President  (until 1999) of Peoples  Heritage  Financial  Group,
Inc.;  Chairman and Chief Executive  Office of Bank of Ireland First Holdings,
Inc.  and First New  Hampshire  Banks  (1990-1993);  Trustee  (since  1996) of
MassMutual  Institutional  Funds and of MML Series  Investment  Fund (open-end
investment companies).

Michael A. Carbuto, Vice President and Portfolio Manager, Age: 46.
Two World Trade Center, New York, New York 10048-0203
Vice President (since May 1988) of OppenheimerFunds, Inc.; an officer and
portfolio manager of other Oppenheimer funds; formerly Vice President of the
Distributor (May 1988 - September 1999).

Andrew J. Donohue. Vice President and Secretary, Age: 50.
Two World Trade Center, New York, New York 10048-0203
Executive Vice President (since January 1993),  General Counsel (since October
1991)  and a  director  (since  September  1995)  of  OppenheimerFunds,  Inc.;
Executive Vice  President and General  Counsel  (since  September  1993) and a
director  (since  January  1992)  of   OppenheimerFunds   Distributor,   Inc.;
Executive Vice  President,  General  Counsel and a director  (since  September
1995) of  HarbourView  Asset  Management  Corporation,  Shareholder  Services,
Inc.,  Shareholder  Financial  Services,   Inc.  and  Oppenheimer  Partnership
Holdings,  Inc., of OFI Private  Investments,  Inc. (since March 2000), and of
Oppenheimer  Trust Company  (since May 2000);  President and a director of the
Manager (since September 1995) and of Oppenheimer Real Asset Management,  Inc.
(since July 1996);  Vice President and a director  (since  September  1997) of
OppenheimerFunds  International  Ltd. and Oppenheimer  Millennium Funds plc; a
director  (since  April  2000) of  OppenheimerFunds  Legacy  Program;  General
Counsel  (since May 1996) and  Secretary  (since  April  1997) of  Oppenheimer
Acquisition Corp.; an officer of other Oppenheimer funds.


Brian W. Wixted, Treasurer, Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112

Senior Vice  President and Treasurer  (since March 1999) of  OppenheimerFunds,
Inc.;   Treasurer   (since  March  1999)  of  HarbourView   Asset   Management
Corporation,  Shareholder  Services,  Inc.,  Oppenheimer Real Asset Management
Corporation,  Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings,  Inc., of OFI Private  Investments,  Inc.  (since March 2000) and of
OppenheimerFunds  International  Ltd.  and  Oppenheimer  Millennium  Funds plc
(since May 2000);  Treasurer and Chief  Financial  Officer (since May 2000) of
Oppenheimer  Trust  Company;   Assistant   Treasurer  (since  March  1999)  of
Oppenheimer  Acquisition  Corp.  and of  the  Manager;  an  officer  of  other
Oppenheimer funds;  formerly  Principal and Chief Operating  Officer,  Bankers
Trust Company - Mutual Fund Services  Division (March 1995 - March 1999); Vice
President  and  Chief  Financial   Officer  of  CS  First  Boston   Investment
Management Corp. (September 1991 - March 1995).

Robert G. Zack, Assistant Secretary, Age: 53.
Two World Trade Center, New York, New York 10048-0203

Senior Vice President  (since May 1985) and Associate  General  Counsel (since
May  1981) of  OppenheimerFunds,  Inc.;  Assistant  Secretary  of  Shareholder
Services,  Inc. (since May 1985),  Shareholder Financial Services, Inc. (since
November   1989);   OppenheimerFunds   International   Ltd.  and   Oppenheimer
Millennium  Funds plc (since  October 1997);  an officer of other  Oppenheimer
funds.


Robert J. Bishop, Assistant Treasurer, Age: 42.
6803 South Tucson Way, Englewood, Colorado 80112

Vice  President  of  OppenheimerFunds,  Inc.  (since May 1996);  an officer of
other  Oppenheimer  funds;  formerly an Assistant Vice President (April 1994 -
May 1996) and a Fund Controller of OppenheimerFunds, Inc.

Scott T. Farrar, Assistant Treasurer, Age: 35.
6803 South Tucson Way, Englewood, Colorado 80112
Vice  President  of  OppenheimerFunds,   Inc.  (since  May  1996);   Assistant
Treasurer  of  Oppenheimer  Millennium  Funds plc  (since  October  1997);  an
officer of other  Oppenheimer  funds;  formerly an  Assistant  Vice  President
(April 1994 - May 1996) and a Fund Controller of OppenheimerFunds, Inc.







o     Remuneration  of  Trustees.  The  officers of the Fund and Mr. Swain are
affiliated  with the Manager and receive no salary or fee from the Trust.  The
remaining  Trustees of the Trust received the  compensation  shown below.  The
compensation  from the Fund was paid  during  its  fiscal  year ended June 30,
2001.  The  compensation  from  all  of  the  Denver-based  Oppenheimer  funds
includes  the  Fund  and is  compensation  received  as a  director,  trustee,
managing  general  partner or member of a  committee  of the Board  during the
calendar year 2000.







  -----------------------------------------------------------------------------
                               Aggregate         Total Compensation
  Trustee's Name               Compensation      from all Denver-Based
  and Other Positions          from Trust        Oppenheimer Funds1
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------

  William L. Armstrong         $                 $
  Review Committee Member

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

  Robert G. Avis               $                 $

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

  William A. Baker2            $                 $

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

  George C. Bowen              $                 $
  Review Committee Member

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

  Edward L. Cameron            $                 $
  Audit Committee Chairman

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

         Jon S. Fossel         $                 $
  Review Committee Chairman

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

          Sam Freedman         $                 $
    Review Committee Member

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

       Richard F. Grabish      $                 $

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

  C. Howard Kast               $                 $
  Audit Committee Member

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

  Robert M. Kirchner           $                 $

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

  F. William Marshall, Jr.     $                 $
  Audit Committee Member

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

  Ned M. Steel2                $                 $

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

1.    For the 2000 calendar year.

2.    Effective July 1, 2000, Messrs.  Baker and Steel resigned as Trustees of
      the Trust.

      o  Deferred  Compensation  Plan for Trustees.  The Trustees have adopted
a Deferred  Compensation Plan for disinterested  Trustees that enables them to
elect to  defer  receipt  of all or a  portion  of the  annual  fees  they are
entitled  to  receive  from  the  Trust.  Under  the  plan,  the  compensation
deferred by a Trustee is periodically  adjusted as though an equivalent amount
had been invested in shares of one or more  Oppenheimer  funds selected by the
Trustee.  The amount  paid to the Trustee  under this plan will be  determined
based upon the performance of the selected funds.

      Deferral  of fees of the  Trustees  under this plan will not  materially
affect the  Trust's  assets,  liabilities  or net income per share.  This plan
will not  obligate  the Trust to retain the  services of any Trustee or to pay
any  particular  level of  compensation  to any Trustee.  Pursuant to an Order
issued by the Securities and Exchange Commission,  the Trust may invest in the
funds  selected by any Trustee  under this plan without  shareholder  approval
for the limited  purpose of  determining  the value of the Trustees'  deferred
fee accounts.


      |X|               Major  Shareholders.  As of October  10, 2001 the only
person  who owned of record or was known by the Trust to own  beneficially  5%
or more of the  Trust's  outstanding  retail  shares was A.G.  Edwards & Sons,
Inc.,  1 North  Jefferson  Avenue,  St.  Louis,  Missouri  63103,  which owned
___________________  shares  of the Trust  which was ____% of the  outstanding
shares of the Trust on that date,  for accounts of its customers  none of whom
individually owned more than 5% of the outstanding shares.


The  Manager.  The  Manager,   Centennial  Asset  Management  Corporation,  is
wholly-owned by OppenheimerFunds,  Inc., which is a wholly-owned subsidiary of
Oppenheimer  Acquisition  Corp., a holding company controlled by Massachusetts
Mutual Life Insurance Company.

      The portfolio managers of the Trust are principally  responsible for the
day-to-day  management of the Trust's investment  portfolio.  Other members of
the  Manager's  fixed-income   portfolio  department,   particularly  security
analysts,  traders and other portfolio  managers,  have broad  experience with
fixed-income  securities.  They provide the Trust's  portfolio  managers  with
research and support in managing the Trust's investments.


|X|   Code of Ethics.  The Trust,  the Manager and the Distributor have a Code
   of Ethics.  It is designed to detect and prevent improper  personal trading
   by certain  employees,  including  portfolio  managers,  that would compete
   with or take  advantage  of the  Trust's  portfolio  transactions.  Covered
   persons  include  persons with knowledge of the  investments and investment
   intentions  of the Trust and other funds  advised by the Manager.  The Code
   of  Ethics  does  permit  personnel  subject  to  the  Code  to  invest  in
   securities,  including  securities  that  may be  purchased  or held by the
   Trust,  subject to a number of restrictions  and controls.  Compliance with
   the Code of Ethics is carefully monitored and enforced by the Manager.

      The Code of Ethics is an exhibit to the Trust's registration statement
filed with the Securities and Exchange Commission and can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. You can obtain
information about the hours of operation of the Public Reference Room by
calling the SEC at 1.202.942.8090. The Code of Ethics can also be viewed as
part of the Fund's registration statement on the SEC's EDGAR database at the
SEC's Internet website at http://www.sec.gov. Copies may be obtained, after
                          ------------------
paying a duplicating fee, by electronic request at the following E-mail
address: publicinfo@sec.gov., or by writing to the SEC's Public Reference
         -------------------
Section, Washington, D.C. 20549-0102.


      |X|               The  Investment   Advisory   Agreement.   The  Manager
provides  investment  advisory and  management  services to the Trust under an
investment  advisory  agreement between the Manager and the Trust. The Manager
selects  securities  for the Trust's  portfolio  and  handles  its  day-to-day
business.  The agreement requires the Manager,  at its expense, to provide the
Trust with adequate office space,  facilities and equipment.  It also requires
the Manager to provide and supervise the activities of all  administrative and
clerical  personnel  required  to  provide  effective  administration  for the
Trust.  Those  responsibilities  include the  compilation  and  maintenance of
records  with  respect  to its  operations,  the  preparation  and  filing  of
specified  reports,  and  composition  of  proxy  materials  and  registration
statements for continuous public sale of shares of the Trust.

      Expenses  not  expressly  assumed by the  Manager  under the  investment
advisory  agreement are paid by the Trust. The investment  advisory  agreement
lists examples of expenses paid by the Trust. The major  categories  relate to
interest,  taxes,  fees to  unaffiliated  Trustees,  legal and audit expenses,
custodian and transfer agent expenses,  share issuance costs, certain printing
and  registration  costs  and  non-recurring  expenses,  including  litigation
costs.  The  management  fees paid by the Trust to the Manager are  calculated
at the rates described in the Prospectus.

---------------------------------------------------------------------------------
  Fiscal Year    Management Fee Paid to Centennial Asset Management Corporation
  ending 6/30
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      1999                                 $7,950,188
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      2000                                 $7,404,944
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

      2001                                      $

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


      Under its  agreement  with the Trust,  when the value of the Trust's net
assets is less than $1.5  billion,  the annual fee  payable to the  Manager is
reduced by $100,000  based on the average net assets  computed  daily and paid
monthly  at the  annual  rates,  but in no event  shall the annual fee be less
than $0. This contractual  provision  resulted in a reduction of the fee which
would  otherwise  have been  payable to the  Manager  during the fiscal  years
ended June 30,  1999,  June 30,  2000 and June 31, 2001  respectively,  in the
following amounts: $0, $0 and $____.


      In addition,  under its agreement with the Trust, the Manager has agreed
to assume that  Trust's  expenses to the extent  that the total  expenses  (as
described above) of the Trust exceed the most stringent  limits  prescribed by
any state in which the Trust's  shares are  offered  for sale.  The payment of
the  management fee at the end of any month will be reduced so that at no time
will there be any accrued but unpaid  liabilities  under any of these  expense
assumptions.  As a result of  changes in  federal  securities  laws which have
effectively  pre-empted state expense limitations,  the contractual commitment
relating to such reimbursements is no longer relevant.

    The agreement  provides that the Manager assumes no  responsibility  under
the  agreement  other  than that  which is  imposed  by law,  and shall not be
responsible  for any action of the Board of Trustees of the Trust in following
or  declining  to follow any advice or  recommendations  of the  Manager.  The
agreement  provides  that the  Manager  shall not be  liable  for any error of
judgment  or  mistake  of law,  or for  any  loss  suffered  by the  Trust  in
connection  with  matters  to  which  the  agreement  relates,  except  a loss
resulting by reason of the Manager's willful  misfeasance,  bad faith or gross
negligence in the performance of its duties, or its reckless  disregard of its
obligations and duties under the agreement.

      |X|               The  Distributor.   Under  its  General  Distributor's
Agreement with the Trust,  Centennial Asset Management Corporation acts as the
Trust's  principal  underwriter  and  Distributor  in  the  continuous  public
offering of the Trust's  shares.  The  Distributor  is not obligated to sell a
specific  number  of  shares.  The  Distributor  bears the  expenses  normally
attributable  to sales,  including  advertising  and the cost of printing  and
mailing  prospectuses,  other than those  furnished to existing  shareholders.
The Trust's Sub-Distributor is OppenheimerFunds Distributor, Inc.

Portfolio  Transactions.  Portfolio  decisions are based upon  recommendations
and judgment of the Manager  subject to the overall  authority of the Board of
Trustees.  Most purchases made by the Trust are principal  transactions at net
prices,  so the Trust  incurs  little or no brokerage  costs.  The Trust deals
directly  with the selling or  purchasing  principal or market  maker  without
incurring  charges  for the  services  of a broker on its  behalf  unless  the
Manager  determines  that a better price or execution may be obtained by using
the   services  of  a  broker.   Purchases  of   portfolio   securities   from
underwriters  include a  commission  or  concession  paid by the issuer to the
underwriter,  and purchases from dealers  include a spread between the bid and
asked prices.

      The  Trust  seeks to  obtain  prompt  execution  of  orders  at the most
favorable net price. If  broker/dealers  are used for portfolio  transactions,
transactions  may be  directed  to  broker/dealers  for  their  execution  and
research  services.  The research services provided by a particular broker may
be useful only to one or more of the advisory  accounts of the Manager and its
affiliates.  Investment  research  received for the commissions of those other
accounts  may be  useful  both to the  Trust  and  one or  more of such  other
accounts.  Investment  research  services  may be supplied to the Manager by a
third party at the instance of a broker  through  which trades are placed.  It
may include  information  and analyses on particular  companies and industries
as well as market or  economic  trends  and  portfolio  strategy,  receipt  of
market quotations for portfolio  evaluations,  information  systems,  computer
hardware  and  similar  products  and  services.  If a research  service  also
assists the Manager in a  non-research  capacity (such as bookkeeping or other
administrative  functions),   then  only  the  percentage  or  component  that
provides assistance to the Manager in the investment  decision-making  process
may be paid in commission dollars.

      The  research  services  provided  by  brokers  broaden  the  scope  and
supplement  the research  activities of the Manager.  That  research  provides
additional  views and  comparisons  for  consideration,  and helps the Manager
obtain market  information for the valuation of securities held in the Trust's
portfolio or being considered for purchase.

      Subject to applicable  rules  covering the Manager's  activities in this
area,  sales of shares  of the Trust  and/or  the other  investment  companies
managed  by  the  Manager  or  distributed  by the  Distributor  may  also  be
considered  as a factor in the  direction  of  transactions  to dealers.  That
must be done in conformity with the price,  execution and other considerations
and  practices  discussed  above.  Those other  investment  companies may also
give  similar  consideration  relating to the sale of the Trust's  shares.  No
portfolio  transactions  will be handled by any securities  dealer  affiliated
with the Manager.

      The Trust may experience  high portfolio  turnover that may increase the
Trust's transaction costs. However, since brokerage  commissions,  if any, are
small,  high turnover  does not have an  appreciable  adverse  effect upon the
income of the Trust.

Service Plan

The  Trust  has  adopted  a  Service  Plan for the  shares.  The plan has been
approved  by a vote of the Board of  Trustees,  including  a  majority  of the
Independent Trustees2, cast in person at a meeting  called for the  purpose of
voting on that plan.

      Under the plan,  the Manager and the  Distributor  may make  payments to
affiliates  and, in their sole  discretion,  from time to time,  may use their
own  resources  (at no direct cost to the Trust) to make  payments to brokers,
dealers or other financial  institutions for  distribution and  administrative
services they  perform.  The Manager may use its profits from the advisory fee
it receives from the Trust.  In their sole  discretion,  the  Distributor  and
the Manager may  increase  or decrease  the amount of payments  they make from
their own resources to plan recipients.

      Unless a plan is terminated as described  below,  the plan  continues in
effect  from year to year but only if the Trust's  Board of  Trustees  and its
Independent  Trustees  specifically  vote annually to approve its continuance.
Approval must be by a vote cast in person at a meeting  called for the purpose
of voting on  continuing  the plan.  A plan may be  terminated  at any time by
the  vote of a  majority  of the  Independent  Trustees  or by the vote of the
holders of a  "majority"  (as defined in the  Investment  Company  Act) of the
outstanding shares of the Trust.

      The Board of Trustees  and the  Independent  Trustees  must  approve all
material  amendments  to a plan.  An  amendment  to  increase  materially  the
amount of payments  to be made under a plan must be  approved by  shareholders
of the class affected by the  amendment.  The approval must be by a "majority"
(as defined in the Investment Company Act) of the shares.

      While the plan is in effect,  the  Treasurer of the Trust shall  provide
separate  written  reports  on the  plan to the  Board  of  Trustees  at least
quarterly  for  its  review.  The  Reports  shall  detail  the  amount  of all
payments  made  under the plan and the  purpose  for which the  payments  were
made.  Those reports are subject to the review and approval of the Independent
Trustees.

      The  plan  states  that  while  it  is  in  effect,  the  selection  and
nomination of those Trustees of the Trust who are not "interested  persons" of
the Trust is committed to the  discretion of the  Independent  Trustees.  This
does not prevent the  involvement  of others in the selection  and  nomination
process  as long as the  final  decision  as to  selection  or  nomination  is
approved by a majority of the Independent Trustees.

      Under the plan,  no payment will be made to any recipient in any quarter
in which  the  aggregate  net  asset  value of all  Trust  shares  held by the
recipient for itself and its customers  does not exceed a minimum  amount,  if
any,  that  may be set  from  time to time by a  majority  of the  Independent
Trustees.  The  Board of  Trustees  has set no  minimum  amount  of  assets to
qualify for payments under the plan.

      |X|   Service  Plan  Fees.  Under  the  service  plan,  the  Distributor
currently  uses the fees it receives  from the Trust to pay  brokers,  dealers
and other financial  institutions  (they are referred to as "recipients")  for
personal  services  and account  maintenance  services  they provide for their
customers  who hold shares.  The services  include,  among  others,  answering
customer inquiries about the Trust,  assisting in establishing and maintaining
accounts  in the Trust,  making the Trust's  investment  plans  available  and
providing other services at the request of the Trust or the  Distributor.  The
service  plan permits  reimbursements  to the  Distributor  at a rate of up to
0.20% of average  annual net assets of the shares.  While the plan permits the
Board to  authorize  payments  to the  Distributor  to  reimburse  itself  for
services  under the  plan,  the  Board  has not yet done so.  The  Distributor
makes  payments to plan  recipients  quarterly at an annual rate not to exceed
0.20% of the  average  annual  net  assets  consisting  of shares  held in the
accounts of the recipients or their customers.


      For the fiscal year ended June 30, 2001 payments  under the plan totaled
$________,  all of  which  was paid by the  Distributor  to  recipients.  That
included  $_______ paid to an affiliate of the  Distributor's  parent company.
For the fiscal year ended June 30, 2001,  the Manager paid, in the  aggregate,
$___________  in fees out of its own  resources for  distribution  assistance.
Any  unreimbursed  expenses the Distributor  incurs with respect to the shares
in any fiscal year cannot be recovered in subsequent  years.  The  Distributor
may  not use  payments  received  under  the  plan to pay any of its  interest
expenses,  carrying  charges,  or other  financial  costs,  or  allocation  of
overhead.


                           Performance of the Trust

Explanation of Performance  Terminology.  The Trust uses a variety of terms to
illustrate  its  performance.   These  terms  include   "yield,"   "compounded
effective  yield,"  "tax-equivalent  yield" and "average annual total return."
An  explanation  of how yields and total  returns are  calculated is set forth
below.  The charts below show the Trust's  performance  as of the Trust's most
recent  fiscal year end. You can obtain  current  performance  information  by
calling the Trust's Transfer Agent at 1.800.525.9310.

      The Trust's  illustrations  of its  performance  data in  advertisements
must  comply  with rules of the  Securities  and  Exchange  Commission.  Those
rules  describe the types of  performance  data that may be used and how it is
to be  calculated.  If the  Trust  shows  total  returns  in  addition  to its
yields,  the returns must be for the 1-, 5- and 10-year  periods  ending as of
the  most  recent   calendar   quarter  prior  to  the   publication   of  the
advertisement (or its submission for publication).

      Use of  standardized  performance  calculations  enables an  investor to
compare  the Trust's  performance  to the  performance  of other funds for the
same periods.  However,  a number of factors should be considered before using
the Trust's  performance  information  as a basis for  comparisons  with other
investments:

        |_| Yields  and  total   returns   measure   the   performance   of  a
        hypothetical  account in the Trust  over  various  periods  and do not
        show the  performance of each  shareholder's  account.  Your account's
        performance  will  vary  from  the  model  performance  data  if  your
        dividends  are received in cash,  or you buy or sell shares during the
        period,  or you bought your shares at a different time than the shares
        used in the model.
        |_|                           An   investment  in  the  Trust  is  not
        insured by the FDIC or any other government agency.
        |_|                           The  Trust's   yield  is  not  fixed  or
        guaranteed and will fluctuate.
        |_|                           Yields and total  returns  for any given
        past period represent historical performance  information and are not,
        and  should  not be  considered,  a  prediction  of  future  yields or
        returns.

        |_|             Yields.  The Trust's  current yield is calculated  for
a  seven-day  period  of time as  follows.  First,  a base  period  return  is
calculated  for the  seven-day  period by  determining  the net  change in the
value  of  a  hypothetical  pre-existing  account  having  one  share  at  the
beginning of the seven-day period.  The change includes  dividends declared on
the  original  share and  dividends  declared  on any  shares  purchased  with
dividends  on that  share,  but such  dividends  are  adjusted  to exclude any
realized  or  unrealized  capital  gains or  losses  affecting  the  dividends
declared.  Next,  the base period  return is multiplied by 365/7 to obtain the
current yield to the nearest hundredth of one percent.

      The compounded effective yield for a seven-day period is calculated by
      (1) adding 1 to the base period return (obtained as described above),
      (2) raising the sum to a power equal to 365 divided by 7, and
      (3) subtracting 1 from the result.

      The  yield  as  calculated   above  may  vary  for  accounts  less  than
approximately  $100 in value due to the  effect  of  rounding  off each  daily
dividend to the  nearest  full cent.  The  calculation  of yield under  either
procedure  described  above does not take into  consideration  any realized or
unrealized  gains or  losses on the  Trust's  portfolio  securities  which may
affect  dividends.  Therefore,  the  return  on  dividends  declared  during a
period  may not be the  same on an  annualized  basis  as the  yield  for that
period.

      |_|   Tax-Equivalent   Yield.   The  Trust's  "tax   equivalent   yield"
adjusts the Trust's  current yield,  as calculated  above, by a stated federal
tax rate.  The tax  equivalent  yield is computed by dividing  the  tax-exempt
portion of the  Trust's  current  yield by one minus a stated  income tax rate
and adding the result to the  portion (if any) of the  Trust's  current  yield
that  is not  tax-exempt.  The  tax  equivalent  yield  may be  compounded  as
described above to provide a compounded effective tax equivalent yield.

      The Trust's tax equivalent  yield may be used to compare the tax effects
of income  derived from the Trust with income from taxable  investments at the
tax rates  stated.  Your tax bracket is  determined  by your  federal  taxable
income  (the net amount  subject to federal  income tax after  deductions  and
exemptions).  The tax  equivalent  yield table  assumes  that the  investor is
taxed at the highest  bracket,  regardless of whether a switch to  non-taxable
investments  would  cause a lower  bracket to apply and that state  income tax
payments are fully  deductible  for income tax purposes.  For  taxpayers  with
income above certain  levels,  otherwise  allowable  itemized  deductions  are
limited.
      o  Total  Return  Information.  There  are  different  types  of  "total
returns"  to measure the Trust's  performance.  Total  return is the change in
value of a hypothetical  investment in the Trust over a given period, assuming
that  all  dividends  and  capital  gains   distributions  are  reinvested  in
additional  shares  and  that the  investment  is  redeemed  at the end of the
period.  The  cumulative  total  return  measures the change in value over the
entire period (for example,  ten years).  An average annual total return shows
the average  rate of return for each year in a period  that would  produce the
cumulative  total  return  over the entire  period.  However,  average  annual
total  returns do not show  actual  year-by-year  performance.  The Trust uses
standardized  calculations  for its total  returns as  prescribed  by the SEC.
The methodology is discussed below.

        |_| Average  Annual Total  Return.  The "average  annual total return"
of each class is an average annual  compounded rate of return for each year in
a specified  number of years.  It is the rate of return based on the change in
value of a  hypothetical  initial  investment  of $1,000  ("P" in the  formula
below) held for a number of years ("n") to achieve an Ending  Redeemable Value
("ERV" in the formula) of that investment, according to the following formula:

                 1/n
            (ERV)
            (---)   -1 = Average Annual Total Return
            ( P )


        |_| Cumulative   Total   Return.   The   "cumulative   total   return"
calculation  measures  the  change in value of a  hypothetical  investment  of
$1,000 over an entire period of years.  Its calculation  uses some of the same
factors as average  annual total  return,  but it does not average the rate of
return on an annual basis.  Cumulative total return is determined as follows:

            ERV - P
            ------- = Total Return
               P


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

                           Tax-Equivalent Yield
           Compounded   (39.6% Combined State and      Average Annual Total
  Yield     Effective     Federal Tax Brackets)              Returns
(7 days       Yield                                        (at 6/30/01)
ended        (7 days
 6/30/01)     ended
            6/30/01)

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

                            Yield       Compounded
                           (7 days      Effective
                            ended         Yield      1-Year  5 Years 10 Years
                          6/30/01)       (7 days
                                          ended
                                         6/30/01)

-------------------------------------------------------------------------------
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  ----%       ----%         ----%         ----%      ----%    ----%    ----%

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      |X|               Other Performance  Comparisons.  Yield information may
be useful to  investors in reviewing  the Trust's  performance.  The Trust may
make comparisons  between its yield and that of other  investments,  by citing
various  indices such as The Bank Rate  Monitor  National  Index  (provided by
Bank Rate Monitor)  which  measures the average rate paid on bank money market
accounts,  NOW accounts and  certificates of deposits by the 100 largest banks
and thrifts in the top ten metro  areas.  When  comparing  the  Trust's  yield
with that of other  investments,  investors  should  understand  that  certain
other  investment   alternatives   such  as  certificates  of  deposit,   U.S.
government  securities,  money market instruments or bank accounts may provide
fixed yields and may be insured or guaranteed.

      From time to time,  the  Trust may  include  in its  advertisements  and
sales  literature  performance  information  about  the  Trust  cited in other
newspapers  and  periodicals,  such as The New York  Times,  which may include
performance quotations from other sources.


           From time to time the Trust may include in its advertisements and sales
literature the total return performance of a hypothetical investment account
that includes shares of the fund and other Oppenheimer funds. The combined
account may be part of an illustration of an asset allocation model or
similar presentation. The account performance may combine total return
performance of the fund and the total return performance of other Oppenheimer
funds included in the account. Additionally, from time to time, the Trust's
advertisements and sales literature may include, for illustrative or
comparative purposes, statistical data or other information about general or
specific market and economic conditions. That may include, for example,
o     information  about the performance of certain  securities or commodities
            markets or segments of those markets,
o     information  about  the  performance  of  the  economies  of  particular
            countries or regions,
o     the   earnings  of   companies   included  in  segments  of   particular
            industries,   sectors,   securities  markets,  countries  or
            regions,
o     the  availability  of  different  types of  securities  or  offerings of
            securities,
o     information  relating to the gross national or gross domestic product of
            the United States or other countries or regions,
o     comparisons   of  various  market  sectors  or  indices  to  demonstrate
            performance, risk, or other characteristics of the Fund.



                       A B O U T Y O U R A C C O U N T

                              How to Buy Shares


Determination  of Net Asset Value Per Share.  The net asset value per share of
the  Trust is  determined  twice  each day  that the New York  Stock  Exchange
("Exchange")  is open,  at 12:00 Noon and at 4:00  P.M.,  on each day that the
Exchange  is open,  by  dividing  the value of the  Trust's  net assets by the
total number of shares  outstanding.  All references to time in this Statement
of  Additional  Information  mean New York time.  The  Exchange's  most recent
annual  announcement (which is subject to change) states that it will close on
New Year's  Day,  Martin  Luther  King Jr. Day,  Washington's  Birthday,  Good
Friday,  Memorial  Day,  Independence  Day,  Labor Day,  Thanksgiving  Day and
Christmas Day.  It may also close on other days.


      The Trust's Board of Trustees has adopted the  amortized  cost method to
value the Trust's  portfolio  securities.  Under the amortized cost method,  a
security is valued initially at its cost and its valuation  assumes a constant
amortization  of any premium or accretion of any  discount,  regardless of the
impact of  fluctuating  interest  rates on the market  value of the  security.
This method does not take into  consideration any unrealized  capital gains or
losses  on  securities.  While  this  method  provides  certainty  in  valuing
securities,  in  certain  periods  the  value  of  a  security  determined  by
amortized  cost may be higher or lower than the price the Trust would  receive
if it sold the security.

      The Trust's  Board of Trustees  has  established  procedures  reasonably
designed to  stabilize  the Trust's net asset value at $1.00 per share.  Those
procedures  include  a  review  of the  valuations  of the  Trust's  portfolio
holdings by the Board of  Trustees,  at  intervals  it deems  appropriate,  to
determine  whether the Trust's net asset value  calculated by using  available
market quotations deviates from $1.00 per share based on amortized cost.

      The Board of Trustees will examine the extent of any  deviation  between
the  Trust's  net asset  value  based upon  available  market  quotations  and
amortized  cost.  If the Trust's net asset value were to deviate from $1.00 by
more than 0.5%,  Rule 2a-7  requires  the Board of Trustees  to consider  what
action,  if any,  should  be  taken.  If they  find  that  the  extent  of the
deviation  may  cause  a  material   dilution  or  other  unfair   effects  on
shareholders,  the Board of Trustees  will take  whatever  steps it  considers
appropriate  to eliminate or reduce the  dilution,  including,  among  others,
withholding or reducing  dividends,  paying  dividends from capital or capital
gains,  selling  portfolio  instruments  prior to maturity to realize  capital
gains or losses or to  shorten  the  average  maturity  of the  portfolio,  or
calculating net asset value per share by using available market quotations.

      During periods of declining  interest  rates,  the daily yield on shares
of the Trust may tend to be lower (and net  investment  income  and  dividends
higher) than those of a fund holding the  identical  investments  as the Trust
but  which  used a method of  portfolio  valuation  based on market  prices or
estimates of market  prices.  During  periods of rising  interest  rates,  the
daily  yield of the Trust  would  tend to be higher  and its  aggregate  value
lower than that of an identical portfolio using market price valuation.

How to Sell Shares

The  information  below  supplements  the terms and  conditions  for redeeming
shares set forth in the Prospectus.

Checkwriting.  When a check is presented to the Bank for  clearance,  the Bank
will  ask the  Trust to  redeem a  sufficient  number  of full and  fractional
shares in the  shareholder's  account to cover the  amount of the check.  This
enables the shareholder to continue receiving  dividends on those shares until
the check is presented to the Trust.  Checks may not be presented  for payment
at the  offices of the Bank or the Trust's  Custodian.  This  limitation  does
not  affect the use of checks  for the  payment of bills or to obtain  cash at
other banks.  The Trust  reserves the right to amend,  suspend or  discontinue
offering checkwriting privileges at any time without prior notice.

      In choosing to take advantage of the Checkwriting  privilege, by signing
the Account  Application or by completing a Checkwriting card, each individual
who signs:
(1)   for  individual  accounts,  represents  that  they  are  the  registered
         owner(s) of the shares of the Trust in that account;
(2)   for accounts for corporations,  partnerships, trusts and other entities,
         represents  that they are an  officer,  general  partner,  trustee or
         other  fiduciary or agent,  as applicable,  duly authorized to act on
         behalf of the registered owner(s);
(3)   authorizes the Trust,  its Transfer Agent and any bank through which the
         Trust's  drafts  (checks)  are payable to pay all checks drawn on the
         Trust account of such person(s) and to redeem a sufficient  amount of
         shares from that account to cover payment of each check;
(4)   specifically acknowledges that if they choose to permit checks to be
      honored if there is a single signature on checks drawn against joint
      accounts, or accounts for corporations, partnerships, trusts or other
      entities, the signature of any one signatory on a check will be
      sufficient to authorize payment of that check and redemption from the
      account, even if that account is registered in the names of more than
      one person or more than one authorized signature appears on the
      Checkwriting card or the Application, as applicable;
(5)   understands  that  the  Checkwriting  privilege  may  be  terminated  or
         amended at any time by the Trust and/or the Trust's bank; and
(6)   acknowledges  and agrees that neither the Trust nor its bank shall incur
         any  liability  for that  amendment or  termination  of  checkwriting
         privileges or for redeeming shares to pay checks reasonably  believed
         by them to be genuine,  or for  returning  or not paying  checks that
         have not been accepted for any reason.

Sending  Redemption  Proceeds by Federal Funds Wire. The Federal Funds wire of
redemptions  proceeds may be delayed if the Trust's custodian bank is not open
for business on a day when the Trust would  normally  authorize the wire to be
made,  which is usually the Trust's next regular  business day  following  the
redemption.  In those  circumstances,  the wire will not be transmitted  until
the next  bank  business  day on which  the  Trust  is open for  business.  No
distributions  will  be paid  on the  proceeds  of  redeemed  shares  awaiting
transfer by Federal Funds wire

Distributions   From  Retirement  Plans.   Requests  for  distributions   from
OppenheimerFunds-sponsored  IRAs,  403(b)(7)  custodial plans, 401(k) plans or
pension  or   profit-sharing   plans   should  be   addressed   to   "Trustee,
OppenheimerFunds  Retirement  Plans,"  c/o the  Transfer  Agent at its address
listed in "How To Sell Shares" in the  Prospectus or on the back cover of this
Statement of Additional Information.  The request must
(1)   state the reason for the distribution;
(2)   state the owner's  awareness  of tax  penalties if the  distribution  is
         premature; and
(3)   conform  to  the   requirements  of  the  plan  and  the  Trust's  other
         redemption requirements.

      Participants      (other     than     self-employed      persons)     in
OppenheimerFunds-sponsored  pension or profit-sharing plans with shares of the
Trust held in the name of the plan or its fiduciary  may not directly  request
redemption of their accounts.  The plan  administrator  or fiduciary must sign
the request.

      Distributions  from  pension  and profit  sharing  plans are  subject to
special  requirements  under the Internal  Revenue Code and certain  documents
(available  from the Transfer  Agent) must be completed  and  submitted to the
Transfer  Agent  before  the  distribution  may be  made.  Distributions  from
retirement  plans are subject to withholding  requirements  under the Internal
Revenue Code, and IRS Form W-4P  (available  from the Transfer  Agent) must be
submitted  to  the  Transfer  Agent  with  the  distribution  request,  or the
distribution  may  be  delayed.   Unless  the  shareholder  has  provided  the
Transfer  Agent with a  certified  tax  identification  number,  the  Internal
Revenue Code requires that tax be withheld from any  distribution  even if the
shareholder  elects not to have tax  withheld.  The Trust,  the  Manager,  the
Distributor   the   Sub-Distributor,   and  the   Transfer   Agent  assume  no
responsibility  to determine  whether a distribution  satisfies the conditions
of  applicable  tax laws and will  not be  responsible  for any tax  penalties
assessed in connection with a distribution.

How to Exchange Shares

As stated in the Prospectus,  direct  shareholders  can exchange shares of the
Trust for Class A shares of any of the following eligible funds:


Oppenheimer Bond Fund                     Oppenheimer  Main Street Growth & Income
                                          Fund
Oppenheimer California Municipal Fund     Oppenheimer Main Street Opportunity Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer Main Street Small Cap Fund
Oppenheimer Capital Preservation Fund     Oppenheimer MidCap Fund
Oppenheimer Capital Income Fund           Oppenheimer Mid Cap Value Fund
Oppenheimer Champion Income Fund          Oppenheimer Multiple Strategies Fund
Oppenheimer Concentrated Growth Fund      Oppenheimer Municipal Bond Fund
Oppenheimer Convertible Securities Fund   OSM1 - Mercury Advisors S&P 500 Index
                                          OSM1 -  Mercury  Advisors  Focus  Growth
Oppenheimer Developing Markets Fund       Fund
Oppenheimer Disciplined Allocation Fund   Oppenheimer New York Municipal Fund
Oppenheimer Value Fund                    Oppenheimer New Jersey Municipal Fund
Oppenheimer Discovery Fund                Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Emerging Growth Fund          OSM1 - QM Active Balanced Fund
Oppenheimer Emerging Technologies Fund    Oppenheimer Quest Balanced Value Fund

                                          Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Enterprise Fund               Inc.
                                          Oppenheimer  Quest  Global  Value  Fund,
Oppenheimer Europe Fund                   Inc.

Oppenheimer Florida Municipal Fund        Oppenheimer Quest Opportunity Value Fund
OSM1- Gartmore Millennium Growth Fund     Oppenheimer Quest Value Fund, Inc.
Oppenheimer Global Fund                   Oppenheimer Real Asset Fund
Oppenheimer Global Growth & Income Fund   OSM1 - Salomon Brothers Capital Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Senior Floating Rate Fund
Oppenheimer Growth Fund                   Oppenheimer Small Cap Value Fund
Oppenheimer High Yield Fund               Oppenheimer Strategic Income Fund
Oppenheimer Intermediate Municipal Fund   Oppenheimer Total Return Fund, Inc.
Oppenheimer International Bond Fund       Oppenheimer Trinity Core Fund
Oppenheimer International Growth Fund     Oppenheimer Trinity Growth Fund
Oppenheimer  International  Small Company
Fund                                      Oppenheimer Trinity Value Fund
OSM1 -Jennison Growth Fund                Oppenheimer U.S. Government Trust
Oppenheimer Large Cap Growth Fund         Limited-Term New York Municipal Fund
Oppenheimer Limited-Term Government Fund  Rochester Fund Municipals
and the following money market funds:

Centennial America Fund, L. P.            Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust    Centennial Tax Exempt Trust
Centennial Government Trust               Oppenheimer Cash Reserves
Centennial Money Market Trust             Oppenheimer Money Market Fund, Inc.
1 - "OSM" is Oppenheimer Select Managers


      Shares of the Trust  purchased  without a sales  charge may be exchanged
for shares of an eligible  fund  offered  with a sales  charge upon payment of
the sales charge.  Shares of the Trust acquired by  reinvestment  of dividends
or  distributions  from the Trust or any of the other  eligible  funds  (other
than  Oppenheimer  Cash Reserves) or from any unit investment  trust for which
reinvestment   arrangements  have  been  made  with  the  Distributor  may  be
exchanged at net asset value for shares of any of the eligible funds.

      |_|               Limits  on  Multiple   Exchange   Orders.   The  Trust
reserves the right to reject telephone or written exchange requests  submitted
in bulk by anyone on behalf  of more than one  account.  The Trust may  accept
requests for  exchanges of up to 50 accounts per day from  representatives  of
authorized dealers that qualify for this privilege.

      |_|               Telephone  Exchange  Requests.  When exchanging shares
by telephone,  a direct  shareholder must have an existing account in the fund
to which the exchange is to be made.  Otherwise,  the  investor  must obtain a
prospectus of that fund before the exchange  request may be submitted.  If all
telephone  lines are busy (which might occur,  for example,  during periods of
substantial  market  fluctuations),  shareholders might not be able to request
exchanges by telephone and would have to submit written exchange requests.

      |_|               Processing  Exchange Requests.  Shares to be exchanged
are  redeemed on the  regular  business  day the  Transfer  Agent  receives an
exchange request in proper form (the "Redemption Date").  Normally,  shares of
the  fund to be  acquired  are  purchased  on the  Redemption  Date,  but such
purchases  may be  delayed  by  either  fund  up to five  business  days if it
determines  that it would be  disadvantaged  by an  immediate  transfer of the
redemption  proceeds.  The Trust  reserves the right,  in its  discretion,  to
refuse any exchange  request that may  disadvantage  it (for  example,  if the
receipt  of  multiple  exchange  requests  from a  dealer  might  require  the
disposition  of  portfolio  securities  at a time or at a price  that might be
disadvantageous to the Trust).

      In connection with any exchange request,  the number of shares exchanged
may be less than the number  requested if the exchange or the number requested
would include shares subject to a restriction  cited in the Prospectus or this
Statement of  Additional  Information  or would  include  shares  covered by a
share  certificate  that is not  tendered  with the  request.  In those cases,
only  the  shares   available  for  exchange   without   restriction  will  be
exchanged.

      The different  eligible  funds  available  for exchange  have  different
investment  objectives,  policies and risks. A shareholder  should assure that
the fund  selected  is  appropriate  for his or her  investment  and should be
aware  of  the  tax  consequences  of an  exchange.  For  federal  income  tax
purposes,  an exchange transaction is treated as a redemption of shares of one
fund and a purchase  of shares of another.  The Trust,  the  Distributor,  the
Sub-Distributor,  and the Transfer Agent are unable to provide investment, tax
or legal advice to a  shareholder  in connection  with an exchange  request or
any other investment transaction.

      The Trust may amend,  suspend or terminate the exchange privilege at any
time.  Although,  the Trust may  impose  these  changes  at any time,  it will
provide you with notice of those  changes  whenever it is required to do so by
applicable  law.  It may be  required  to  provide  60 days  notice  prior  to
materially  amending  or  terminating  the  exchange  privilege.  That  60-day
notice is not required in extraordinary circumstances.

                             Dividends and Taxes

Tax  Status of the  Trust's  Dividends  and  Distributions.  The  federal  tax
treatment  of  the  Trust's  dividends  and  capital  gains  distributions  is
explained  in the  Prospectus  under the  caption  "Distributions  and Taxes."
Under the  Internal  Revenue  Code,  by December 31 each year,  the Trust must
distribute 98% of its taxable  investment income earned from January 1 through
December 31 of that year and 98% of its capital  gains  realized in the period
from  November 1 of the prior year through  October 31 of the current year. It
if  does  not,   the  Trust  must  pay  an  excise  tax  on  the  amounts  not
distributed.  It is  presently  anticipated  that the Trust  will  meet  those
requirements.  However,  the Board of Trustees and the Manager might determine
in a  particular  year that it would be in the best  interest of  shareholders
for the Trust not to make  distributions at the required levels and to pay the
excise  tax on the  undistributed  amounts.  That  would  reduce the amount of
income or capital  gains  available  for  distribution  to  shareholders.  The
Trust's  dividends will not be eligible for the  dividends-received  deduction
for corporations.

      If the Trust  qualifies as a "regulated  investment  company"  under the
Internal  Revenue  Code,  it will not be liable for  federal  income  taxes on
amounts paid by it as distributions.  That qualification  enables the Trust to
"pass through" its income and realized  capital gains to shareholders  without
having  to pay tax on them.  The Trust  qualified  as a  regulated  investment
company in its last fiscal year and  intends to qualify in future  years,  but
reserves  the right not to  qualify.  The  Internal  Revenue  Code  contains a
number of complex tests to determine  whether the Trust  qualifies.  The Trust
might not meet those tests in a particular  year. If it does not qualify,  the
Trust will be treated for tax  purposes as an  ordinary  corporation  and will
receive no tax deduction for payments of distributions made to shareholders.

      Dividends,  distributions  and the proceeds of the  redemption  of Trust
shares  represented  by checks  returned to the  Transfer  Agent by the Postal
Service as  undeliverable  will be invested in shares of the Trust as promptly
as possible  after the return of such checks to the Transfer  Agent,  in order
to enable the investor to earn a return on otherwise idle funds.

Dividend  Reinvestment in Another Trust.  Direct shareholders of the Trust may
elect to reinvest all dividends and/or capital gains  distributions in Class A
shares  of  any  eligible  fund  listed  above.  To  elect  this  option,  the
shareholder  must  notify  the  Transfer  Agent in  writing  and must  have an
existing  account  in the  fund  selected  for  reinvestment.  Otherwise,  the
shareholder  first must obtain a prospectus  for that fund and an  application
from the  Distributor to establish an account.  The investment will be made at
the close of business on the payable date of the dividend or distribution.

                    Additional Information About the Trust

The  Distributor.  The Trust's  shares are sold through  dealers,  brokers and
other   financial   institutions   that  have  a  sales   agreement  with  the
Sub-Distributor.  The  Distributor  and the  Sub-Distributor  also  distribute
shares of the other funds managed by the Manager or an affiliate.

The Transfer Agent.  Shareholder  Services,  Inc. the Trust's  Transfer Agent,
is  responsible  for  maintaining   the  Trust's   shareholder   registry  and
shareholder  accounting records, and for paying dividends and distributions to
shareholders  of  the  Trust.  It  also  handles  shareholder   servicing  and
administrative functions.  It is paid on a "at-cost" basis.

The  Custodian.  Citibank,  N.A. is the Custodian of the Trust's  assets.  The
Custodian's  responsibilities include safeguarding and controlling the Trust's
portfolio  securities and handling the delivery of such securities to and from
the Trust.  It will be the  practice  of the Trust to deal with the  Custodian
in a manner  uninfluenced by any banking  relationship  the Custodian may have
with the  Manager  and its  affiliates.  The Trust's  cash  balances  with the
Custodian  in  excess  of  $100,000  are  not  protected  by  federal  deposit
insurance.  Those uninsured balances at times may be substantial.

Independent  Auditors.  Deloitte & Touche LLP are the independent  auditors of
the Trust.  They audit the Trust's  financial  statements  and  perform  other
related  audit  services.  They  also  act as  auditors  for the  Manager  and
OppenheimerFunds,  Inc. and for certain other funds advised by the Manager and
its affiliates.














A-7

                                  Appendix A


                      Description of Securities Ratings

Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on behalf
of the Fund.  The ratings descriptions are based on information supplied by
the ratings organizations to subscribers.

SHORT TERM DEBT RATINGS.

Moody's Investors Service, Inc.  ("Moody's")

The following rating designations for commercial paper (defined by Moody's as
promissory obligations not having original maturity in excess of nine
months), are judged by Moody's to be investment grade, and indicate the
relative repayment capacity of rated issuers:

Prime-1: Superior capacity for repayment.  Capacity will normally be
evidenced by the following characteristics: (a) leading market positions in
well-established industries; (b) high rates of return on funds employed; (c)
conservative capitalization structures with moderate reliance on debt and
ample asset protection; (d) broad margins in earning coverage of fixed
financial charges and high internal cash generation; and (e) well-established
access to a range of financial markets and assured sources of alternate
liquidity.

Prime-2: Strong capacity for repayment.  This will normally be evidenced by
many of the characteristics cited above but to a lesser degree.  Earnings
trends and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected
by external conditions.  Ample alternate liquidity is maintained.

      Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which have
demand features may also be designated as "VMIG".  These rating categories
are as follows:

MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support or
demonstrated broad-based access to the market for refinancing..

MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample
although not as large as in the preceding group.


Standard & Poor's Ratings Services,  a division of The McGraw-Hill  Companies,
Inc. ("Standard and Poor's")

The following ratings by Standard and Poor's for commercial paper (defined by
Standard and Poor's as debt having an original maturity of no more than 365
days) assess the likelihood of payment:

A-1: Obligation is rated in the highest category. The obligor's capacity to
meet its financial commitment on the obligation is strong. Within this
category, a plus (+) sign designation indicates the obligor's capacity to
meet its financial obligation is extremely strong.

A-2: Obligation is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in higher
rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

Standard and Poor's ratings for Municipal Notes due in 3 years or less:
------------------------------------------------------------------------

SP-1: Strong capacity to pay principal and interest. An issue with a very
strong capacity to pay debt service is given a (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

Standard and Poor's assigns "dual ratings" to all municipal debt issues that
have a demand or double feature as part of their provisions.  The first
rating addresses the likelihood of repayment of principal and interest as
due, and the second rating addresses only the demand feature.  With
short-term demand debt, Standard and Poor's note rating symbols are used with
the commercial paper symbols (for example, "SP-1+/A-1+").


Fitch, Inc. ("Fitch")

Fitch assigns the following short-term ratings to debt obligations that are
payable on demand or have original maturities of generally up to three years,
including commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes:

F1: Highest credit quality. Strongest capacity for timely payment of
financial commitments. May have an added "+" to denote any exceptionally
strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of higher ratings.

LONG TERM DEBT RATINGS.

These ratings are relevant for securities purchased by the Fund with a
remaining maturity of 397 days or less, or for rating issuers of short-term
obligations.


Moody's Investors Service, Inc.  ("Moody's")

Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk.  Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure.  While the various
protective elements are likely to change, the changes that can be expected
are most unlikely to impair the fundamentally strong position of such issues.

Aa: Judged to be of high quality by all standards. Together with the "Aaa"
group, they comprise what are generally known as high-grade bonds.  They are
rated lower than the best bonds because margins of protection may not be as
large as with "Aaa" securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risk appear somewhat larger than that of "Aaa" securities.

      Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the obligation ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates a ranking in the lower end
of that generic rating category.


Standard & Poor's Ratings Services,  a division of The McGraw-Hill  Companies,
Inc. ("Standard and Poor's")

Bonds (including municipal bonds maturing beyond 3 years) are rated as
follows:

AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's.
The highest rating assigned by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is extremely strong.

AA: Bonds rated "AA" differ from the highest rated obligations only in small
degree. A strong capacity to meet its financial commitment on the obligation
is very strong.


Fitch, Inc. ("Fitch")


AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.


      Because bonds rated in the "AAA" and "AA" categories are not
significantly vulnerable to foreseeable future developments, short-term debt
of these issuers is generally rated "F-1+".









B-1

                                  Appendix B

                           Industry Classifications

Adult Living Facilities
Bond Anticipation Notes
Education
Electric Utilities
Gas Utilities
General Obligation
Higher Education
Highways/Railways
Hospital/Healthcare
Manufacturing, Durable Goods
Manufacturing, Non Durable Goods
Marine/Aviation Facilities
Multi-Family Housing
Municipal Leases
Non Profit Organization
Parking Fee Revenue
Pollution Control
Resource Recovery
Revenue Anticipation Notes
Sales Tax Revenue
Sewer Utilities
Single Family Housing
Special Assessment
Special Tax
Sports Facility Revenue
Student Loans
Tax Anticipation Notes
Tax & Revenue Anticipation Notes
Telephone Utilities
Water Utilities








C-1

------------------------------------------------------------------------------
Centennial Tax Exempt Trust
------------------------------------------------------------------------------

Investment Advisor and Distributor
Centennial Asset Management Corporation
6803 South Tucson Way
Englewood, Colorado 80112

                               Sub-Distributor
OppenheimerFunds Distributor, Inc.
P.O. Box 5254
Denver, Colorado 80217

Transfer Agent
Shareholder Services, Inc.
P.O. Box 5143
Denver, Colorado 80217
1.800.525.9310

Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202



PX0160.001.1101







                         CENTENNIAL TAX EXEMPT TRUST

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION


Item 23.  Exhibits

(a)   (i)   Restated   Declaration   of  Trust  dated   September   27,  1985:
Previously filed with Registrant's  Post-Effective Amendment No. 11 (9/27/85),
and refiled with  Registrant's  Post-Effective  Amendment  No. 28  (10/31/94),
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.


(b)   By-Laws,  as amended and restated  through October 24, 2000: To be filed
by. Post-Effective Amendment.


(c)   (i)  Specimen  Share  Certificate:  Previously  filed with  Registrant's
Post-Effective   Amendment  No.  33  (8/27/99),  and  incorporated  herein  by
reference.

(d)   Investment  Advisory  Agreement  dated  February  18,  1992:  Previously
filed with  Registrant's  Post-Effective  Amendment No. 25 (11/1/92),  refiled
with  Registrant's  Post-Effective  Amendment No. 28  (10/31/94),  pursuant to
Item 102 of Regulation S-T and incorporated herein by reference.

   (e)       (i)   General Distributor's Agreement Centennial Asset
Management Corporation dated October 13, 1992:  Previously filed with
Registrant's Post Effective Amendment No. 26 (8/30/93), and incorporated
herein by reference.

      (ii)          Sub-Distributor's Agreement between Centennial Asset
Management Corporation and OppenheimerFunds Distributor, Inc. dated May 28,
1993:  Previously filed with Registrant's Post-Effective Amendment No. 26
(8/30/93), and incorporated herein by reference.

      (iii)       Form of Dealer Agreement of Centennial Asset Management
Corporation:  Previously filed with Post-Effective Amendment No. 23 of
Centennial Government Trust (Reg. No. 2-75912), (11/1/94), and incorporated
herein by reference.


(f)   Form   of   Deferred    Compensation    Agreement   for    Disinterested
Trustees/Directors:   Filed  with  Post-Effective  Amendment  No.  40  to  the
Registration  Statement of  Oppenheimer  High Yield Fund (Reg.  No.  2-62076),
(10/27/98), and incorporated herein by reference.


(g)   (i)   Custodian  Agreement between  Registrant  (formerly Daily Cash Tax
      Exempt  Cash  Fund,  Inc.)  and  Citibank,  N.A.  dated  March 1,  1981:
      Previously  filed  with  Registrant's  Post-Effective  Amendment  No. 13
      (1/31/86),  refiled with  Registrant's  Post-Effective  Amendment No. 28
      (10/31/94),  pursuant  to Item 102 of  Regulation  S-T and  incorporated
      herein by reference.

      (ii)  Assignment and Amendment to Custodian  Agreement  dated  September
      27, 1985:  Previously filed with Registrant's  Post-Effective  Amendment
      No. 13 (1/31/86),  refiled with  Registrant's  Post-Effective  Amendment
      No.  28  (10/31/94),   pursuant  to  Item  102  of  Regulation  S-T  and
      incorporated herein by reference.

(h)   Not applicable.

(i)   (i)   Opinion  and  Consent  of  Counsel   dated   February   23,  1981:
      Previously  filed  with  Registrant's  Post-Effective  Amendment  No.  1
      (3/2/81),  refiled with  Registrant's  Post-Effective  Amendment  No. 28
      (10/28/94),  pursuant  to Item 102 of  Regulation  S-T and  incorporated
      herein by reference.

      (ii)  Opinion  of  Neef,  Swanson,  Myer &  Clark,  general  counsel  to
      Registrant issued in the  reorganization  of Registrant  (formerly Daily
      Cash Tax Exempt Fund,  Inc.) dated September 27, 1985:  Previously filed
      with  Registrant' s Post-Effective  Amendment No. 13 (1/31/86),  refiled
      with Registrant's Post-Effective Amendment No. 28, (10/31/94),  pursuant
      to Item 102 of Regulation S-T and incorporated herein by reference.

      (iii)  Opinion of Moye,  Giles,  O'Keefe,  Bermeire  & Gorrell,  special
      counsel  to  Registrant  issued  in  the  reorganization  of  Registrant
      (formerly  Daily Cash Tax Exempt Fund,  Inc.) dated  September 27, 1985:
      Previously  filed  with  Registrant's  Post-Effective  Amendment  No. 13
      (1/31/86),  refiled with  Registrant's  Post-Effective  Amendment No.28,
      (10/31/94),  pursuant  to Item 102 of  Regulation  S-T and  incorporated
      herein by reference.

      (iv)  Opinion of Deloitte  Haskins & Sells issued to  Registrant  in the
      reorganization  of  Registrant  (formerly  Daily Cash Tax  Exempt  Fund,
      Inc.) dated  September  27,  1985:  Previously  filed with  Registrant's
      Post-Effective  Amendment  No. 13 (1/31/86),  refiled with  Registrant's
      Post-Effective  Amendment  No.28,  (10/31/94),  pursuant  to Item 102 of
      Regulation S-T and incorporated herein by reference.


(j)   Independent Auditors' Consent: To be filed by. Post-Effective Amendment.


(k)   Not applicable.

(l)   Not applicable.

(m)   Service Plan and Agreement between Registrant and Centennial Asset
Management Corporation under Rule 12b-1 dated August 24, 1993:  Previously
filed with Registrant's Post-Effective Amendment No. 20, (10/29/93), and
incorporated herein by reference.


(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
August 22, 2000:  Previously  filed with  Post-Effective  Amendment  No.62, to
the  registration  statement of Oppenheimer  Money Market Fund, Inc. (Reg. No.
2-49887), (11/20/00), and incorporated herein by reference.

(o)                     Powers  of  Attorney  for all  Trustees/Directors  and
Officers except for Mr. Armstrong,  Mr. Cameron,  Mr. Marshall and Mr. Grabish
(including  Certified Board Resolutions):  Previously filed with Pre-Effective
Amendment No. 2 to the Registration  Statement of Oppenheimer  Select Managers
(Reg. No. 333-49774),  (2/8/01), and incorporated herein by reference.  Powers
of Attorney for Mr.  Armstrong,  Mr.  Cameron,  Mr.  Marshall and Mr. Grabish:
Filed herewith.

(p)                     Amended   and   Restated   Code  of   Ethics   of  the
Oppenheimer  Funds  dated  March 1, 2000 under  Rule  17j-1 of the  Investment
Company Act of 1940: Previously filed with the initial Registration  Statement
of Oppenheimer  Emerging  Growth Fund (Reg.  No.  333-44176),  (8/21/00),  and
incorporated herein by reference.


Item 24. - Persons Controlled by or Under Common Control with the Fund
----------------------------------------------------------------------

None.

Item 25. - Indemnification
--------------------------

Reference is made to the provisions of Article Seven of  Registrant's  Amended
and Restated  Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.

Insofar as  indemnification  for liabilities  arising under the Securities Act
of 1933 may be  permitted to trustees,  officers  and  controlling  persons of
Registrant pursuant to the foregoing  provisions or otherwise,  Registrant has
been advised  that in the opinion of the  Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Securities
Act of 1933 and is,  therefore,  unenforceable.  In the event that a claim for
indemnification   against  such   liabilities   (other  than  the  payment  by
Registrant of expenses  incurred or paid by a trustee,  officer or controlling
person  of  Registrant  in the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted  by such  trustee,  officer or  controlling  person,
Registrant  will,  unless in the  opinion of its  counsel  the matter has been
settled  by   controlling   precedent,   submit  to  a  court  of  appropriate
jurisdiction  the  question  whether  such  indemnification  by it is  against
public policy as expressed in the  Securities Act of 1933 and will be governed
by the final adjudication of such issue.

Item 26.  Business and Other Connections of Investment Adviser
--------  ----------------------------------------------------

(a)   Centennial  Asset  Management  Corporation is the investment  adviser of
the  Registrant;  it and certain  subsidiaries  and affiliates act in the same
capacity to other registered  investment companies as described in Parts A and
B hereof and listed in Item 26(b) below.

(b)   There  is  set  forth  below  information  as  to  any  other  business,
profession,  vocation  or  employment  of a  substantial  nature in which each
officer and director of Centennial Asset Management  Corporation is, or at any
time  during the past two  fiscal  years has been,  engaged  for  his/her  own
account or in the capacity of director, officer, employee, partner or trustee.






Name and Current Position
with Centennial Asset               Other Business and Connections
Management Corporation              During the Past Two Years

Robert Agan,
Vice President                      Vice  President of  Shareholder  Services,
Inc.

Andrew J. Donohue,
President and Director              Executive  Vice  President  (since January
                                    1993),   General  Counsel  (since  October
                                    1991)  and  a  director  (since  September
                                    1995)    of    OppenheimerFunds,     Inc.;
                                    Executive Vice President  (since September
                                    1993) and a director  (since January 1992)
                                    of  the  Sub-Distributor;  Executive  Vice
                                    President,  General Counsel and a director
                                    (since   September  1995)  of  HarbourView
                                    Asset Management Corporation,  Shareholder
                                    Services,   Inc.,   Shareholder  Financial
                                    Services,     Inc.     and     Oppenheimer
                                    Partnership   Holdings,   Inc.,   of   OFI
                                    Private  Investments,  Inc.  (since  March
                                    2000),  and of PIMCO Trust Company  (since
                                    May 2000);  President  and a  director  of
                                    Oppenheimer  Real Asset  Management,  Inc.
                                    (since July 1996);  Vice  President  and a
                                    director   (since   September   1997)   of
                                    OppenheimerFunds  International  Ltd.  and
                                    Oppenheimer   Millennium   Funds   plc;  a
                                    director    (since    April    2000)    of
                                    OppenheimerFunds    Legacy   Program,    a
                                    charitable  trust program  established  by
                                    the Manager;  General  Counsel  (since May
                                    1996) and Secretary  (since April 1997) of
                                    Oppenheimer  Acquisition Corp.; an officer
                                    of other Oppenheimer funds.

Katherine P. Feld,
Secretary and Director              Vice   President   and  Secretary  of  the
                                    Sub-Distributor  and of  OppenheimerFunds,
                                    Inc.;  Vice  President  and  Secretary  of
                                    Oppenheimer Real Asset  Management,  Inc.;
                                    Secretary of HarbourView  Asset Management
                                    Corporation,    Oppenheimer    Partnership
                                    Holdings,   Inc.,   Shareholder  Financial
                                    Services,  Inc. and Shareholder  Services,
                                    Inc.

Ray Olson,
Treasurer                           Assistant      Vice      President      of
                                    OppenheimerFunds, Inc.

Brian W. Wixted,
Assistant Treasurer                 Senior  Vice   President   and   Treasurer
                                    (since  March  1999) of  OppenheimerFunds,
                                    Inc.,    HarbourView    Asset   Management
                                    Corporation,  Shareholder Services,  Inc.,
                                    Oppenheimer    Real    Asset    Management
                                    Corporation,     Shareholder     Financial
                                    Services,     Inc.     and     Oppenheimer
                                    Partnership   Holdings,   Inc.,   of   OFI
                                    Private  Investments,  Inc.  (since  March
                                    2000)     and     of      OppenheimerFunds
                                    International    Ltd.   and    Oppenheimer
                                    Millennium  Funds plc  (since  May  2000);
                                    Treasurer  and  Chief  Financial   Officer
                                    (since May 2000) of PIMCO  Trust  Company;
                                    Assistant  Treasurer (since March 1999) of
                                    Oppenheimer  Acquisition Corp.; an officer
                                    of  other  Oppenheimer   funds;   formerly
                                    Principal  and  Chief  Operating  Officer,
                                    Bankers   Trust   Company  -  Mutual  Fund
                                    Services  Division  (March  1995  -  March
                                    1999).

Arthur J. Zimmer,
Vice President                      Senior Vice  President  (since April 1999)
                                    of    HarbourView     Asset     Management
                                    Corporation;  an officer and/or  portfolio
                                    manager of certain Oppenheimer funds.

The  Oppenheimer  Funds  include the New  York-based  Oppenheimer  Funds,  the
Denver-based  Oppenheimer Funds and the Oppenheimer Quest /Rochester Funds, as
set forth below:

            New York-based Oppenheimer Funds
            --------------------------------

            Oppenheimer California Municipal Fund
            Oppenheimer Capital Appreciation Fund
            Oppenheimer Capital Preservation Fund

                           Oppenheimer Developing Markets Fund
            Oppenheimer Discovery Fund
            Oppenheimer Emerging Growth Fund
            Oppenheimer Emerging Technologies Fund
            Oppenheimer Enterprise Fund
            Oppenheimer Europe Fund
            Oppenheimer Global Fund
            Oppenheimer Global Growth & Income Fund
            Oppenheimer Gold & Special Minerals Fund
            Oppenheimer Growth Fund
            Oppenheimer International Growth Fund
            Oppenheimer International Small Company Fund
            Oppenheimer Large Cap Growth Fund
            Oppenheimer Mid Cap Value Fund
            Oppenheimer Money Market Fund, Inc.
            Oppenheimer Multi-Sector Income Trust
            Oppenheimer Multi-State Municipal Trust
            Oppenheimer Multiple Strategies Fund
            Oppenheimer Municipal Bond Fund
            Oppenheimer New York Municipal Fund
            Oppenheimer Series Fund, Inc.

            Oppenheimer Trinity Core Fund
            Oppenheimer Trinity Growth Fund
            Oppenheimer Trinity Value Fund
            Oppenheimer U.S. Government Trust

            Quest/Rochester Funds
            ---------------------

            Limited Term New York Municipal Fund
            Oppenheimer Convertible Securities Fund
            Oppenheimer MidCap Fund
            Oppenheimer Quest Capital Value Fund, Inc.
            Oppenheimer Quest For Value Funds
            Oppenheimer Quest Global Value Fund, Inc.
            Oppenheimer Quest Value Fund, Inc.
            Rochester Fund Municipals

            Denver-based Oppenheimer Funds
            ------------------------------

            Centennial America Fund, L.P.
            Centennial California Tax Exempt Trust

                               Centennial Government Trust
            Centennial Money Market Trust
            Centennial New York Tax Exempt Trust
            Centennial Tax Exempt Trust
            Oppenheimer Cash Reserves
            Oppenheimer Champion Income Fund
            Oppenheimer Capital Income Fund
            Oppenheimer High Yield Fund
            Oppenheimer Integrity Funds
            Oppenheimer International Bond Fund
            Oppenheimer Limited-Term Government Fund
            Oppenheimer Main Street Opportunity Fund
            Oppenheimer Main Street Small Cap Fund
            Oppenheimer Main Street Funds, Inc.
            Oppenheimer Municipal Fund
            Oppenheimer Real Asset Fund
            Oppenheimer Select Managers
            Oppenheimer Senior Floating Rate Fund
            Oppenheimer Strategic Income Fund
            Oppenheimer Total Return Fund, Inc.
            Oppenheimer Variable Account Funds
            Panorama Series Fund, Inc.


The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management Corp.,  Oppenheimer  Partnership Holdings,  Inc.,
Oppenheimer  Acquisition Corp. and OFI Private Investments,  Inc. is Two World
Trade Center, New York, New York 10048-0203.


The address of the New  York-based  Oppenheimer  Funds,  the Quest Funds,  the
Rochester-based  funds,  the  Denver-based   Oppenheimer  Funds,   Shareholder
Financial  Services,  Inc.,  Shareholder  Services,   Inc.,   OppenheimerFunds
Services,  Centennial Asset Management Corporation,  Centennial Capital Corp.,
and  Oppenheimer  Real  Asset  Management,  Inc.  is 6803  South  Tucson  Way,
Englewood, Colorado 80112.


Item 27.  Principal Underwriter
-------   ---------------------

(a)   Centennial   Asset   Management   Corporation  is  the   Distributor  of
Registrant's  shares.  It is  also  the  Distributor  of  each  of  the  other
registered   open-end   investment   companies  for  which   Centennial  Asset
Management  Corporation is the investment  adviser, as described in Part A and
B of this Registration Statement and listed in Item 26(b) above.

(b)   The directors  and officers of the  Registrant's  principal  underwriter
are:

Name & Principal             Positions & Offices         Positions and Offices
Business Address             with Underwriter            with Registrant
----------------             ----------------            ---------------

Robert Agan(1)               Vice President              None

Andrew J. Donohue(1)         President and Director      Vice President and
                                                         Secretary

Katherine P. Feld(1)         Secretary and Director      None

Ray Olson                    Treasurer                   None

Brian W. Wixted              Assistant Treasurer         Treasurer

Arthur Zimmer(2)             Vice President              None

(1)Two World Trade Center, New York, NY 10048-0203
(2)6803 South Tucson Way, Englewood, CO 80112

(c)   Not applicable.






                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment   Company  Act  of  1940,  the  Registrant  has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the County of Arapahoe and State of Colorado on
the 24th day of August, 2001.



                              CENTENNIAL TAX EXEMPT TRUST

                              By:  /s/ James C. Swain*
                              -----------------------------------
                              James C. Swain, Chairman

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


Signatures                    Title                         Date
----------                    -----                         ----


/s/ James C. Swain*           Chairman of the Board,

----------------------------------                          Chief Executive
Officer                       August 24, 2001
James C. Swain                and Trustee

/s/ Brian W. Wixted*          Treasurer and Principal       August 24, 2001
----------------------------------                          Financial and
Brian W. Wixted               Accounting Officer

/s/ William L. Armstrong *    Trustee                       August 24, 2001
----------------------------------
William L. Armstrong

/s/ Robert G. Avis*           Trustee                       August 24, 2001

----------------------------------
Robert G. Avis


/s/ George Bowen*             Trustee                       August 24, 2001

----------------------------------
George Bowen


s/ Edward L. Cameron *        Trustee                       August 24, 2001
----------------------------------
Edward L. Cameron

/s/ Jon S. Fossel*            Trustee                       August 24, 2001

----------------------------------
Jon S. Fossel


/s/Richard F. Grabish*        Trustee                       August 24, 2001
----------------------------------
Richard F. Grabish

/s/ Sam Freedman*             Trustee                       August 24, 2001

----------------------------------
Sam Freedman


/s/ C. Howard Kast*           Trustee                       August 24, 2001

----------------------------------
C. Howard Kast


/s/ Robert M. Kirchner*       Trustee                       August 24, 2001

----------------------------------
Robert M. Kirchner


/s/ F. William Marshall       Trustee                       August 24, 2001
----------------------------------
F. William Marshall



*By: /s/ Robert G. Zack
-----------------------------------------
                       Robert G. Zack, Attorney-in-Fact





                         CENTENNIAL TAX EXEMPT TRUST


                      Registration Statement No. 2-69653


                                EXHIBIT INDEX
                                -------------


Exhibit No.       Description
-----------       -----------


23(o)             Powers of Attorney





n1a\160\160ptc_00(b)


--------

1 Messrs.  Bowen,  Cameron and Marshall.  are not Directors of Panorama Series
Fund, Inc.  Messrs.  Armstrong,  Bowen,  Cameron,  Fossel and Marshall are not
Managing General Partners of Centennial America Fund, L.P. Messrs. Cameron
and Marshall are not Trustees of Oppenheimer Municipal Fund. Mr. Grabish is
only a Trustee of Centennial Money Market Trust, Centennial Tax Exempt Trust,
Centennial Government Trust, Centennial New York Tax Exempt Trust and
Centennial California Tax Exempt Trust.

2. In  accordance  with Rule 12b-1 of the  Investment  Company  Act,  the term
"Independent  Trustees" in this Statement of Additional  Information refers to
those  Trustees  who are not  "interested  persons" of the Fund (or its parent
corporation) and who do not have any direct or indirect  financial interest in
the operation of any agreement under the plan.