485BPOS

As filed with the Securities and Exchange Commission on  December 4, 2003


Registration No: 333-107862

                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           / X /


PRE-EFFECTIVE AMENDMENT NO. __                                    /    /

POST-EFFECTIVE AMENDMENT NO.  1                                   /X /
                             ----

            Oppenheimer Series Fund, Inc., on behalf of its series
                            OPPENHEIMER VALUE FUND
              (Exact Name of Registrant as Specified in Charter)


              6803 South Tucson Way, Centennial, Colorado 80112
                   (Address of Principal Executive Offices)


                                 303.768.3200

                       (Registrant's Telephone Number)

                             Robert G. Zack, Esq.
                   Senior Vice President & General Counsel
                            OppenheimerFunds, Inc.

Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008
                   (Name and Address of Agent for Service)


  As soon as practicable after the Registration Statement becomes effective.
                (Approximate Date of Proposed Public Offering)

Title of Securities Being Registered: Class A, Class B, Class C, Class N and
Class Y shares of Oppenheimer Value Fund, a series of Oppenheimer Series
Fund, Inc.

No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940.
- ------------------------------------------------------------------------------












                      CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following pages and documents:

Front Cover
Contents Page

Part A

Proxy Statement for Oppenheimer Select Managers - Salomon Brothers All Cap
Fund and Prospectus for Oppenheimer Value Fund including Exhibit A (Agreement
and Plan of Reorganization between Salomon Brothers All Cap Fund and
Oppenheimer Value Fund) and Exhibit B (Principal Shareholders): Incorporated
by Reference to Registrant's Filing of that document pursuant to Rule 497 and
by Oppenheimer Select Managers - Salomon Brothers All Cap Fund (as definitive
proxy material) pursuant to Rule 14-a-6 on October 7, 2003 (File No.
333-107862).

Shareholder Letter: Incorporated by Reference to Registrant's Filing of that
document pursuant to Rule 497 and by Oppenheimer Select Managers - Salomon
Brothers All Cap Fund (as definitive proxy material) pursuant to Rule 14-a-6
on October 7, 2003 (File No. 333-107862).

Proxy Card: Incorporated by Reference to Registrant's Filing of that document
pursuant to Rule 497 and by Oppenheimer Select Managers - Salomon Brothers
All Cap Fund (as definitive proxy material) pursuant to Rule 14-a-6 on
October 7, 2003 (File No. 333-107862).

Voting   Instructions:   Incorporated   by  Reference  to  Initial  Filing  to
Registrant's Registration Statement on Form N-14 on 8/12/03.


Part B


Statement  of  Additional  Information:  Incorporated  by  Reference,  in  its
entirety,  to Part B filed with the Initial  Filing (File No.  333-107862)  on
8/12/03.


Part C

Other Information
Signatures
Exhibits














525-375_N-14-Post#1_120103.doc

            Oppenheimer Series Fund, Inc. on behalf of its series
                            OPPENHEIMER VALUE FUND

                                  FORM N-14

                                    PART C

                              OTHER INFORMATION


Item 15. Indemnification
- ------------------------

Reference is made to the  provisions  of paragraph (b) of Section 7 or Article
SEVENTH of Registrant's  Articles of Incorporation filed by cross-reference to
Exhibit  16  (1)  to  this  Registration  Statement,  incorporated  herein  by
reference.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors, 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 Director, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, 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 16. Exhibits
- -----------------

(1)   (i)   Amended and Restated Articles of Incorporation dated January 6,
      1995: Previously filed with Registrant's Post-Effective Amendment No.
      28, 3/1/96, and Incorporated herein by reference.

      (ii)  Articles Supplementary dated September 26, 1995: Previously filed
      with Registrant's Post-Effective Amendment No. 28, 3/1/96, and
      incorporated herein by reference.

(iii) Articles Supplementary dated May 8, 1995: Previously filed with
      Registrant's Post-Effective Amendment No. 28, 3/1/96, and incorporated
      herein by reference.

(iv)  Articles Supplementary dated November 15, 1996: Previously filed with
      Registrant's Post-Effective Amendment No. 31, 12/16/96, and
      incorporated herein by reference.

(v)   Articles of Amendment dated March 15, 1996, effective 3/18/96:
      Previously filed with Registrant's Post-Effective Amendment No. 35,
      2/26/99, and incorporated herein by reference.

(vi)  Articles Supplementary dated February 23, 2001: Previously filed with
      Registrant's Post-Effective Amendment No. 39, 2/28/02, and incorporated
      herein by reference.


(2)   (i)   By-Laws   amended   through   6/4/98:    Previously   filed   with
      Pre-Effective Amendment No. 2 to Registrant's  Registration Statement on
      Form N-14 (Reg. No.  333-107862),  9/16/03,  and incorporated  herein by
      reference.

      (ii)  Amended and Restated  By-Laws through  4/11/02:  Previously  filed
      with  Pre-Effective   Amendment  No.  2  to  Registrant's   Registration
      Statement on Form N-14 (Reg. No. 333-107862),  9/16/03, and incorporated
      herein by reference.



(3)   N/A.

(4)   Agreement and Plan of  Reorganization  dated April 30, 2003: See Exhibit
      A to Part A of  this  Registration  Statement,  incorporated  herein  by
      reference.

(5)   (i)   Specimen  Class  A  Share   Certificate:   Previously  filed  with
      Registrant's  Post-Effective Amendment No. 39, 2/28/02, and incorporated
      herein by reference.

      (ii)  Specimen  Class  B  Share   Certificate:   Previously  filed  with
      Registrant's  Post-Effective Amendment No. 39, 2/28/02, and incorporated
      herein by reference.

      (iii) Specimen  Class  C  Share   Certificate:   Previously  filed  with
      Registrant's  Post-Effective Amendment No. 39, 2/28/02, and incorporated
      herein by reference.

(iv)  Specimen Class N Share  Certificate:  Previously filed with Registrant's
      Post-Effective  Amendment No. 39, 2/28/02,  and  incorporated  herein by
      reference.

(v)   Specimen Class Y Share  Certificate:  Previously filed with Registrant's
      Post-Effective  Amendment No. 39, 2/28/02,  and  incorporated  herein by
      reference.

(6)         Investment   Advisory   Agreement   dated   3/1/96   between   the
      Registrant,  on behalf of  Connecticut  Mutual Total Return  Account and
      OppenheimerFunds,  Inc.  and schedule of omitted  substantially  similar
      documents:  Previously filed with Registrant's  Post-Effective Amendment
      No. 29, 4/30/96, and incorporated herein by reference.

(7)   (i)   General  Distributor's  Agreement dated 3/18/96 between Registrant
      on behalf of Oppenheimer Value Fund,  formerly  Oppenheimer  Disciplined
      Value Fund, and  OppenheimerFunds  Distributor,  Inc.:  Previously filed
      with  Registrant's   Post-Effective   Amendment  No.  31,  12/16/96  and
      incorporated herein by reference.
      (ii)  Form of Dealer Agreement of  OppenheimerFunds  Distributor,  Inc.:
      Previously   filed  with   Post-Effective   Amendment   No.  45  to  the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

      (iii) Form of Broker Agreement of  OppenheimerFunds  Distributor,  Inc.:
      Previously   filed  with   Post-Effective   Amendment   No.  45  to  the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

      (iv)  Form of Agency Agreement of  OppenheimerFunds  Distributor,  Inc.:
      Previously   filed  with   Post-Effective   Amendment   No.  45  to  the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

(8)   (i)   Amended and Restated  Retirement Plan for Non-Interested  Trustees
      or  Directors  dated  8/9/01:   Previously  filed  with   Post-Effective
      Amendment No. 34 to the  Registration  Statement of  Oppenheimer  Gold &
      Special  Minerals Fund (Reg. No.  2-82590),  10/25/01,  and incorporated
      herein by reference.

      (ii)  Form   of   Deferred    Compensation    Plan   for   Disinterested
      Trustees/Directors:  Filed with Post-Effective  Amendment No. 33, of the
      Registration  Statement  for  Oppenheimer  Gold & Special  Minerals Fund
      (Reg. No. 2-82590), 10/28/98, and incorporated herein by reference.

(9)   (i)   Amendment dated December 6, 2002 to the Global Custodial  Services
      Agreement  dated May 3, 2001  between  Registrant  and  Citibank,  N.A.:
      Previously filed with the Initial Registration  Statement of Oppenheimer
      Total   Return  Bond  Fund  (Reg.   No.   333-101878),   12/16/02,   and
      incorporated herein by reference.

(ii)  Amendment  dated  August  28,  2002  to the  Global  Custodial  Services
      Agreement  dated May 3, 2001  between  Registrant  and  Citibank,  N.A.:
      Previously   filed  with   Post-Effective   Amendment   No.  29  to  the
      Registration  Statement of Oppenheimer Discovery Fund (Reg. No. 33-371),
      11/22/02, and incorporated herein by reference.

(iii) Global   Custodial   Services   Agreement  dated  May  3,  2001  between
      Registrant  and Citibank,  N.A.:  Previously  filed with  Post-Effective
      Amendment  No. 33 to the  Registration  Statement  of  Centennial  Money
      Market Trust (Reg. No. 2-65245),  10/25/01,  and incorporated  herein by
      reference.

(10)  (i)   Amended and Restated  Service  Plan and  Agreement  dated  4/11/02
      between Oppenheimer Value Fund and  OppenheimerFunds  Distributor,  Inc.
      for Class A Shares:  Previously filed with  Registrant's  Post-Effective
      Amendment No. 40, 10/24/02, and incorporated herein by reference.

      (ii)  Amended and Restated  Distribution  and Service Plan and Agreement
      between Oppenheimer Value Fund and  OppenheimerFunds  Distributor,  Inc.
      for Class B shares dated  2/12/98:  Previously  filed with  Registrant's
      Post-Effective  Amendment No. 36, 2/28/00,  and  incorporated  herein by
      reference.

(iii) Amended  and  Restated  Distribution  and  Service  Plan  and  Agreement
      between Oppenheimer Value Fund and  OppenheimerFunds  Distributor,  Inc.
      for Class C shares dated  2/12/98:  Previously  filed with  Registrant's
      Post-Effective  Amendment No. 36, 2/28/00,  and  incorporated  herein by
      reference.

            (iv)  Distribution   and  Service  Plan  and   Agreement   between
      Oppenheimer Value Fund and OppenheimerFunds  Distributor, Inc. for Class
      N  shares   dated   10/12/00:   Previously   filed   with   Registrant's
      Post-Effective  Amendment No. 40, 10/24/02,  and incorporated  herein by
      reference.


Final  Opinion and Consent of Counsel to  Oppenheimer  Value Fund:  Previously
      filed with  Pre-Effective  Amendment No. 2 to Registrant's  Registration
      Statement on Form N-14 (Reg. No. 333-107862),  9/16/03, and incorporated
      herein by reference.

(12)  Final Tax Opinion Relating to the Reorganization: Filed herewith.


(13)  N/A.

(14)  Final Consents of Independent Auditors: Filed herewith.

(15)  N/A.

(16)  (i)   Powers  of  Attorney  for  all  Trustees/Directors  and  Principal
      Officers  except  for  Joel W.  Motley  and  John V.  Murphy  (including
      Certified  Board  Resolutions):   Previously  filed  with  Pre-Effective
      Amendment No. 1 to the  Registration  Statement of Oppenheimer  Emerging
      Growth Fund (Reg. No. 333-44176),  10/5/00,  and incorporated  herein by
      reference.

      (ii)  Power of  Attorney  for John  Murphy  (including  Certified  Board
      Resolution):  Previously filed with  Post-Effective  Amendment No. 41 to
      the Registration  Statement of Oppenheimer  U.S.  Government Trust (Reg.
      No. 2-76645), 10/22/01, and incorporated herein by reference.

      (iii) Power of Attorney for Joel W. Motley  (including  Certified  Board
      Resolution):  Previously  filed with  Post-Effective  Amendment No. 8 to
      the Registration  Statement of Oppenheimer  International  Small Company
      Fund (Reg. 333-31537), 10/22/02, and incorporated herein by reference.

Item 17. Undertakings
- ---------------------


N/A

      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 City of New York and State of New York on
the 1st day of December, 2003.


                              OPPENHEIMER VALUE FUND, a Series of
                              Oppenheimer Series Fund, Inc.

                              By:  /s/ John V. Murphy*
                              ----------------------------------------------
                              John V. Murphy, President,
                              Principal Executive Officer & Director

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

/s/ Clayton K. Yeutter*       Chairman of the

- ----------------------------  Board of Directors         December 1, 2003
Clayton K. Yeutter

/s/ Donald W. Spiro*          Vice Chairman of the       December 1, 2003
- -------------------------     Board and Director
Donald W. Spiro


/s/ John V. Murphy*           President, Principal

- --------------------------    Executive Officer          December 1, 2003
John V. Murphy                & Director

/s/ Brian W. Wixted*          Treasurer, Principal       December 1, 2003
- -------------------------     Financial and
Brian W. Wixted               Accounting Officer

/s/ Robert G. Galli*          Director                   December 1, 2003

- -----------------------
Robert G. Galli


/s/ Phillip A. Griffiths*     Director                   December 1, 2003

- ---------------------------
Phillip A. Griffiths


/s/ Joel W. Motley*           Director                   December 1, 2003

- ------------------------
Joel W. Motley

/s/ Kenneth A. Randall*       Director                   December 1, 2003

- ----------------------------
Kenneth A. Randall


/s/ Edward V. Regan*          Director                   December 1, 2003

- -------------------------
Edward V. Regan


/s/ Russell S. Reynolds, Jr.* Director                   December 1, 2003

- ---------------------------------
Russell S. Reynolds, Jr.

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






            Oppenheimer Series Fund, Inc. on behalf of its series
                            OPPENHEIMER VALUE FUND

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


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


16 (12)           Final Tax Opinion Relating to the Reorganization

16 (14)           Consent of Independent Auditors






























525-375_ PartC_PostEff_120103.doc

EX-99.12

Deloitte & Touche LLP
Suite 3600
555 Seventeenth St.
Denver, Colorado 80202-3942

Tel: (303) 292-5400
Fax: (303) 312-4000
www.deloitte.com


                                                                 Deloitte
                                                                   &Touche

November 7, 2003

Oppenheimer Select Managers Salomon Brothers All Cap Fund
6803 South Tucson Way
Centennial, Colorado 80112

Dear Sirs:

We have reviewed the Agreement and Plan of Reorganization between Oppenheimer
Select Managers, on behalf of its series Salomon Brothers All Cap Fund (All
Cap) and Oppenheimer Series Fund, Inc., on behalf of its series Oppenheimer
Value Fund (Value) which is attached as Exhibit A to Value' Registration
Statement under the Securities Act of 1933 on Form N-14 filed with the
Securities and Exchange Commission on June 20, 2003 concerning the
acquisition by Value of substantially all of the assets of All Cap solely for
voting shares of beneficial interest in Value, followed by the distribution
of such shares in exchange for all of the outstanding shares of All Cap.

Section 368(a)(1)(C), IRC provides that, when determining whether the
exchange is solely for stock, the assumption by Value of a liability of All
Cap shall be disregarded.

The managements of both Value and All Cap have represented to us that there
is no plan or intention by any shareholder of All Cap who owns 5% or more of
the outstanding shares of All Cap and, to the best of their knowledge, there
is no plan or intention on the part of the remaining shareholders of All Cap
to redeem, sell, exchange, or otherwise dispose of Value shares to Value,
other than in the ordinary course of business.

Management of each fund has further represented to us that, as of the date of
the exchange, both Value and All Cap will qualify as regulated investment
companies or will meet the diversification test of Section 368(a)(2)(F)(ii),
IRC, and that a significant portion (as contemplated by Regulation Section
1.368-1(d)(3), IRC) of All Cap's existing assets will continue to be held
beyond the date of the transaction and liquidated only in the ordinary course
of business.

In our opinion, the federal tax consequences of the transaction, if carried
out in the manner outlined in the Agreement and in accordance with the above
representations, should be as follows:

1.    The transactions contemplated by the Agreement should qualify as a
   tax-free "reorganization" within the meaning of Section 368(a)(1) of the
   Internal Revenue Code of 1986, as amended, and under the regulations
   promulgated thereunder.

2.    Value and All Cap should each qualify as a "party to a reorganization"
   within the meaning of Section 368(b)(2).







November 7, 2003
Oppenheimer Select Managers Salomon Brothers All Cap Fund
Page 2


3.    No gain or loss should be recognized by the shareholders of All Cap
   upon the distribution of shares of beneficial interest in Value to the
   shareholders of All Cap pursuant to Section 354.

4.    Under Section 361(a) no gain or loss should be recognized by All Cap by
   reason of the transfer of its assets solely in exchange for shares of
   Value.

5.    Under Section 1032 no gain or loss should be recognized by Value by
   reason of the transfer of All Cap assets solely in exchange for shares of
   Value.

6.    The stockholders of All Cap should have the same tax basis and holding
   period for the shares of beneficial interest in Value that they receive as
   they had for the stock of All Cap that they previously held, pursuant to
   Sections 358(a) and 1223(l), respectively.

7.    The securities transferred by All Cap to Value should have the same tax
   basis and holding period in the hands of Value as they had for All Cap,
   pursuant to Sections 362(b) and 1223(1), respectively.

This opinion is based solely upon:

a.    the representations, information, documents, and facts that we have
      included or referenced in this opinion letter;
b.    our assumption (without independent verification) that all of the
      representations and all of the originals, copies, and signatures of
      documents reviewed by us are accurate, true, and authentic;
c.    our assumption (without independent verification) that there will be
      timely execution and delivery of and performance as required by the
      representations and documents;
d.    the understanding that only the specific Federal income tax issues and
      tax consequences opined upon herein are covered by this tax opinion, and
      no other federal, state, or local taxes of any kind were considered;
e.    the law, regulations, cases, rulings, and other tax authority in effect
      as of the date of this letter. If there are significant changes in or to
      the foregoing tax authorities (for which we shall have no responsibility
      to advise you), such changes may result in our opinion being rendered
      invalid or necessitate (upon your request) a reconsideration of the
      opinion;
f.    your understanding that this opinion is not binding on the IRS or the
      courts and should not be considered a representation, warranty, or
      guarantee that the IRS or the courts will concur with our opinion; and
g.    your understanding that this opinion letter is solely for your benefit,
      is limited to the described transaction, and may not be relied upon by
      any other person or entity.


Very truly yours,

 /s/ Deloitte & Touche LLP
 ------------------------------------------
 Deloitte & Touche LLP

EX-99.14

INDEPENDENT AUDITORS' CONSENT


We consent to the use in this Post Effective Amendment No. 1 to Registration
Statement No. 333-107862 of Oppenheimer Series Fund, Inc on behalf of its
series, Oppenheimer Value Fund on Form N-14 of our Tax Opinions in exhibit
16(12) in Part C of such Registration Statement.


/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Denver, Colorado
December 1, 2003