OPPENHEIMER SERIES FUND, INC.
                       OPPENHEIMER DISCIPLINED VALUE FUND
                   Class N Share Certificate (8-1/2" x 11")


I.    FACE OF CERTIFICATE (All text and other matter lies within
      -------------------
      8-1/4" x 10-3/4" decorative border, 5/16" wide)

      (upper left corner, box with heading: NUMBER [of shares]

      (upper right corner) [share certificate no.] XX-000000

      (upper right box with heading: CLASS N SHARES (below cert. no.)

       (centered        below  boxes)  OPPENHEIMER  DISCIPLINED  VALUE  FUND,  a
                        series of Oppenheimer Series Fund, Inc.

             INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

(at left) THIS IS TO CERTIFY THAT (at right)          SEE REVERSE FOR
                                                      CERTAIN DEFINITIONS

                                                      (box with number)
                                                      CUSIP ___________
      (at left) is the owner of

        (centered) FULLY PAID AND NON-ASSESSABLE CLASS N SHARES OF CAPITAL
                   --------------------------------------------------------
 STOCK WITH THE PAR VALUE OF $.001 EACH OF OPPENHEIMER DISCIPLINED VALUE FUND
 ----------------------------------------------------------------------------
      (hereinafter called the "Corporation)",  transferable only on the books of
      the  Corporation  by the  holder  hereof in  person or by duly  authorized
      attorney,  upon  surrender of this  certificate  properly  endorsed.  This
      certificate and the shares represented hereby are issued and shall be held
      subject to all of the provisions of the Articles of  Incorporation  of the
      Corporation to all of which the holder by acceptance hereof assents.  This
      certificate is not valid until countersigned by the Transfer Agent.

      WITNESS the facsimile  seal of the  Corporation  and the signatures of its
      duly authorized officers.
(at left of seal)                               Dated:      (at right of seal)

(signature)                                     (signature)

/s/  Brian W. Wixted                                  /s/ Bridget A. Macaskill
-----------------------                         -------------------
TREASURER                                       PRESIDENT






                             (centered at bottom)
                  1-1/2" diameter facsimile seal with legend
                        OPPENHEIMER SERIES FUND, INC.
                                      SEAL
                                      1981
                                    MARYLAND

(at lower right, printed vertically)            Countersigned
                                    OPPENHEIMERFUNDS SERVICES
                                    [A DIVISION OF OPPENHEIMERFUNDS, INC.]
                                    Denver (CO.) Transfer Agent

                                    By ____________________________
                                          Authorized Signature


II.   BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
      -------------------

      The following  abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations.

TEN COM - as tenants in common TEN ENT - as tenants by the  entirety JT TEN WROS
NOT TC - as joint tenants with
                        rights of suvivorship and not
                        as tenants in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                    (Cust)                        (Minor)

                              UNDER UGMA/UTMA ___________________
                                                      (State)


Additional abbreviations may also be used though not on above list.

For Value Received ................  hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)








(Please print or type name and address of assignee)

________________________________________________Class  N  Shares  of  beneficial
interest  represented  by the  within  certificate,  and do  hereby  irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
shares on the books of the within named Fund with full power of  substitution in
the premises.

Dated: ______________________

                              Signed: __________________________

                                    -----------------------------------
                                    (Both must sign if joint owners)

                                    Signature(s)      __________________________
                                    guaranteed    Name    of    Guarantor    by:
                                    _____________________________
                                                Signature of
                                                Officer/Title

(text printed                 NOTICE:  The  signature(s)  to  this  assignment
must correspond
vertically to right           correspond  with the name(s) as written upon the
face of the
of above paragraph            certificate   in   every   particular    without
alteration or enlargement
                        or any change whatever.

(text printed in              Signatures must be guaranteed by a financial
box to left of                institution   of  the  type   described  in  the
current
signature(s))                 prospectus of the Fund.

The Corporation will furnish to any stockholder,  on request and without charge,
a full statement of the designations  and any preferences,  conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and  conditions  of  redemption  of the stock of each class  which the
Corporation is authorized to issue.


PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle.  It is invalid  without this "four hands"  watermark:
logotype