AMENDED AND RESTATED

                   DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                      with

                       OppenheimerFunds Distributor, Inc.

                              For Class C Shares of

              Oppenheimer Disciplined Allocation Fund, a Series of
                          Oppenheimer Series Fund, Inc.

This  Amended and  Restated  Distribution  and Service  Plan and  Agreement  (the
"Plan") is dated as of the 26th day of October,  2005, by and between Oppenheimer
Disciplined  Allocation Fund (the "Fund"),  a series of Oppenheimer  Series Fund,
Inc.   (the   "Company")   and    OppenheimerFunds    Distributor,    Inc.   (the
"Distributor").

1.    The Plan.  This Plan is the Fund's  written  distribution  and service plan
for Class C shares  of the Fund  (the  "Shares"),  designed  to  comply  with the
provisions  of Rule  12b-1 as it may be  amended  from time to time (the  "Rule")
under the Investment Company Act of 1940 (the "1940 Act").  Pursuant to this Plan
the Fund will  compensate the Distributor for its services in connection with the
distribution of Shares,  and the personal  service and maintenance of shareholder
accounts  that  hold  Shares  ("Accounts").  The Fund may act as  distributor  of
securities  of which it is the  issuer,  pursuant to the Rule,  according  to the
terms of this Plan.  The terms and  provisions of this Plan shall be  interpreted
and defined in a manner consistent with the provisions and definitions  contained
in (i) the  Fund's  Registration  Statement,  (ii) the 1940 Act,  (iii) the Rule,
(iv) Rule 2830 of the Conduct  Rules of the National  Association  of  Securities
Dealers,  Inc., or any applicable  amendment or successor to such rule (the "NASD
Conduct Rules") and (v) any conditions pertaining either to  distribution-related
expenses  or to a plan of  distribution  to which the Fund is  subject  under any
order on which the Fund  relies,  issued at any time by the U.S.  Securities  and
Exchange Commission ("SEC").

2.    Definitions.  As used in this  Plan,  the  following  terms  shall have the
following meanings:

      (a)  "Recipient"  shall mean any broker,  dealer,  bank or other  person or
entity which:  (i) has rendered  assistance  (whether direct,  administrative  or
both) in the  distribution  of  Shares  or has  provided  administrative  support
services  with  respect  to  Shares  held by  Customers  (defined  below)  of the
Recipient;  (ii) shall furnish the  Distributor (on behalf of the Fund) with such
information as the Distributor shall reasonably  request to answer such questions
as may arise  concerning  the sale of Shares;  and (iii) has been selected by the
Distributor to receive payments under the Plan.

      (b)  "Independent  Directors" shall mean the members of the Company's Board
of  Directors  who are not  "interested  persons" (as defined in the 1940 Act) of
the  Company  and who  have no  direct  or  indirect  financial  interest  in the
operation of this Plan or in any agreement relating to this Plan.
      (c) "Customers"  shall mean such brokerage or other customers or investment
advisory  or other  clients  of a  Recipient,  and/or  accounts  as to which such
Recipient  provides  administrative  support  services or is a custodian or other
fiduciary.

      (d) "Qualified Holdings" shall mean, as to any Recipient,  all Shares owned
beneficially  or of record  by:  (i) such  Recipient,  or (ii)  such  Recipient's
Customers,  but in no event  shall any such  Shares be deemed  owned by more than
one  Recipient  for purposes of this Plan. In the event that more than one person
or entity  would  otherwise  qualify as  Recipients  as to the same  Shares  with
respect to the payment of the  Asset-Based  Sales  Charge  and/or the Service Fee
(defined below),  the Recipient which is the dealer of record on the Fund's books
as determined by the Distributor  shall be deemed the Recipient as to such Shares
for purposes of this Plan.

3.    Payments for Distribution Assistance and Administrative Support Services.

      (a) Payments to the  Distributor.  In consideration of the payments made by
the Fund to the  Distributor  under  this Plan,  the  Distributor  shall  provide
administrative  support  services  and  distribution  services to the Fund.  Such
services  include  distribution  assistance and  administrative  support services
rendered in connection with Shares (1) sold in purchase transactions,  (2) issued
in exchange for shares of another  investment  company for which the  Distributor
serves as distributor  or  sub-distributor,  or (3) issued  pursuant to a plan of
reorganization  to which  the Fund is a party.  If the  Board  believes  that the
Distributor  may  not  be  rendering  appropriate   distribution   assistance  or
administrative  support services in connection with the sale of Shares,  then the
Distributor,  at the request of the Board, shall provide the Board with a written
report  or  other  information  to  verify  that  the  Distributor  is  providing
appropriate  services in this regard.  For such services,  the Fund will make the
following payments to the Distributor:

            (i) Administrative  Support Service Fees. Within forty-five (45) days
of the  end of  each  calendar  quarter,  the  Fund  will  make  payments  in the
aggregate  amount of 0.0625% (0.25% on an annual basis) of the average during the
period of the  aggregate  net asset value of the Shares  computed as of the close
of each  business day (the  "Service  Fee").  Such Service Fee payments  received
from the Fund  will  compensate  the  Distributor  for  providing  administrative
support services with respect to Accounts.  The  administrative  support services
in  connection  with  Accounts  may  include,  but shall not be  limited  to, the
administrative  support  services  that a Recipient  may render as  described  in
Section 3(b)(i) below.

            (ii)  Distribution  Assistance Fees (Asset-Based  Sales Charge).  The
Fund may make  payments  of an  "Asset-Based  Sales  Charge" of up to 0.0625% per
month  (0.75%  on an  annual  basis)  of the  average  during  the  month  of the
aggregate  net asset value of Shares  computed  as of the close of each  business
day.  Such  Asset-Based  Sales  Charge  payments  received  from  the  Fund  will
compensate the  Distributor for providing  distribution  assistance in connection
with the sale of Shares.

            The   distribution   assistance   services  to  be  rendered  by  the
Distributor in connection  with the Shares may include,  but shall not be limited
to, the following:  (i) paying sales commissions to any broker,  dealer,  bank or
other person or entity that sells  Shares,  and/or  paying such persons  "Advance
Service  Fee  Payments"  (as  defined  below) in  advance  of,  and/or in amounts
greater than,  the amount  provided for in Section 3(b) of this  Agreement;  (ii)
paying  compensation  to and expenses of personnel of the Distributor who support
distribution  of Shares by  Recipients;  (iii)  obtaining  financing or providing
such  financing from its own  resources,  or from an affiliate,  for the interest
and other borrowing costs of the Distributor's  unreimbursed expenses incurred in
rendering  distribution  assistance and  administrative  support  services to the
Fund;  and  (iv)  paying  other  direct  distribution  costs,  including  without
limitation the costs of sales  literature,  advertising and  prospectuses  (other
than  those  prospectuses  furnished  to current  holders  of the  Fund's  shares
("Shareholders")) and state "blue sky" registration expenses.

      (b) Payments to Recipients.  The  Distributor is authorized  under the Plan
to pay Recipients (1)  distribution  assistance  fees for rendering  distribution
assistance  in  connection  with the sale of Shares  and/or (2) service  fees for
rendering  administrative support services with respect to Accounts.  However, no
such  payments  shall  be made to any  Recipient  for any  period  in  which  its
Qualified  Holdings  do not  equal  or  exceed,  at the end of such  period,  the
minimum amount ("Minimum Qualified Holdings"),  if any, that may be set from time
to time by a majority of the Independent Directors.  All fee payments made by the
Distributor  hereunder  are  subject  to  reduction  or  chargeback  so that  the
aggregate  service fee  payments  and Advance  Service Fee Payments do not exceed
the limits on payments  to  Recipients  that are, or may be,  imposed by the NASD
Conduct Rules. The Distributor may make Plan payments to any "affiliated  person"
(as  defined  in the  1940  Act) of the  Distributor  if such  affiliated  person
qualifies as a Recipient or retain such payments if the Distributor  qualifies as
a Recipient.

            In  consideration  of  the  services  provided  by  Recipients,   the
Distributor shall make the following payments to Recipients:

            (i) Service Fee. In consideration of administrative  support services
provided by a Recipient,  the Distributor shall make service fee payments to that
Recipient  quarterly  or at such  other  interval  as deemed  appropriate  by the
Distributor,  within  forty-five (45) days of the end of each calendar quarter or
other period,  at a rate not to exceed  0.0625% (0.25% on an annual basis) of the
average  during the period of the aggregate  net asset value of Shares,  computed
as of the close of each  business  day,  constituting  Qualified  Holdings  owned
beneficially  or of record by the  Recipient or by its  Customers for a period of
more than the minimum period (the "Minimum Holding Period"),  if any, that may be
set from time to time by a majority of the Independent Directors.

            Alternatively,  the  Distributor  may, at its sole  option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days of
the end of each calendar quarter or at such other interval as deemed  appropriate
by the  Distributor:  (A) "Advance  Service Fee Payments" at a rate not to exceed
0.25% of the average  during the or other period of the aggregate net asset value
of Shares,  computed as of the close of business on the day such Shares are sold,
constituting  Qualified  Holdings,  sold by the Recipient  during that period and
owned  beneficially  or of record by the Recipient or by its Customers,  plus (B)
service fee payments at a rate not to exceed  0.0625%  (0.25% on an annual basis)
of the  average  during the period of the  aggregate  net asset  value of Shares,
computed as of the close of each business day,  constituting  Qualified  Holdings
owned  beneficially  or of  record by the  Recipient  or by its  Customers  for a
period of more than one (1) year.  In the event Shares are redeemed less than one
year after the date such Shares were sold,  the  Recipient  is  obligated  to and
will repay the  Distributor on demand a pro rata portion of such Advance  Service
Fee  Payments,  based on the ratio of the time such  Shares  were held to one (1)
year.

            The  administrative  support services to be rendered by Recipients in
connection  with the  Accounts  may  include,  but shall not be  limited  to, the
following:  answering  routine  inquiries  concerning the Fund,  assisting in the
establishment  and  maintenance  of  accounts  or  sub-accounts  in the  Fund and
processing Share redemption transactions,  making the Fund's investment plans and
dividend  payment  options  available,  and providing such other  information and
services  in  connection  with the  rendering  of  personal  services  and/or the
maintenance of Accounts, as the Distributor or the Fund may reasonably request.

            (ii)  Distribution   Assistance  Fee  (Asset-Based   Sales  Charge)
Payments.  Irrespective  of whichever  alternative  method of making  service fee
payments  to  Recipients  is  selected  by  the  Distributor,   in  addition  the
Distributor  shall make  distribution  assistance  fee payments to each Recipient
quarterly,  or at such other interval as deemed  appropriate by the  Distributor,
within  forty-five  (45) days  after the end of each  calendar  quarter  or other
period,  at a rate not to  exceed  0.1875%  (0.75%  on an  annual  basis)  of the
average during the period of the aggregate net asset value of Shares  computed as
of  the  close  of  each  business  day  constituting  Qualified  Holdings  owned
beneficially  or of record by the Recipient or its Customers for a period of more
than one (1) year.  Alternatively,  at its sole option,  the Distributor may make
distribution  assistance  fee  payments  to a  Recipient  quarterly,  at the rate
described above, on Shares constituting  Qualified Holdings owned beneficially or
of record by the Recipient or its Customers  without regard to the 1-year holding
period described above.  Distribution  assistance fee payments shall be made only
to Recipients that are registered  with the SEC as a broker-dealer  or are exempt
from registration.

            The  distribution  assistance  to be  rendered by the  Recipients  in
connection with the sale of Shares may include,  but shall not be limited to, the
following:  distributing  sales  literature  and  prospectuses  other  than those
furnished to current Shareholders,  providing compensation to and paying expenses
of  personnel  of the  Recipient  who support the  distribution  of Shares by the
Recipient,  and providing such other  information and services in connection with
the  distribution  of  Shares  as the  Distributor  or the  Fund  may  reasonably
request.

      (c) A majority of the  Independent  Directors  may at any time or from time
to time (i) increase or decrease  the rate of fees to be paid to the  Distributor
or to any Recipient,  but not to exceed the maximum rates set forth above, and/or
(ii) direct the  Distributor to increase or decrease any Minimum  Holding Period,
any maximum period set by a majority of the  Independent  Directors  during which
fees will be paid on Shares  constituting  Qualified  Holdings owned beneficially
or of record by a Recipient or by its Customers (the "Maximum  Holding  Period"),
or Minimum  Qualified  Holdings.  The Distributor  shall notify all Recipients of
any Minimum  Qualified  Holdings,  Maximum  Holding  Period and  Minimum  Holding
Period that are  established  and the rate of payments  hereunder  applicable  to
Recipients,  and shall provide each  Recipient  with written notice within thirty
(30) days after any change in these  provisions.  Inclusion of such provisions or
a  change  in  such  provisions  in  a  supplement  or  Statement  of  Additional
Information  or  amendment  to or  revision of the  prospectus  or  Statement  of
Additional Information of the Fund shall constitute sufficient notice.

      (d) The Service Fee and the Asset-Based  Sales Charge on Shares are subject
to  reduction or  elimination  under the limits that apply to such fees under the
NASD Conduct Rules relating to sales of shares of open-end funds.

      (e)  Under  the  Plan,  payments  may  also be made to  Recipients:  (i) by
OppenheimerFunds,  Inc. ("OFI") from its own resources (which may include profits
derived  from  the  advisory  fee it  receives  from  the  Fund),  or (ii) by the
Distributor  (a  subsidiary of OFI),  from its own  resources,  from  Asset-Based
Sales Charge payments or from the proceeds of its borrowings,  in either case, in
the discretion of OFI or the Distributor, respectively.

      (f)   Recipients  are  intended  to  have  certain  rights  as  third-party
beneficiaries  under this Plan,  subject to the  limitations  set forth below. It
may  be  presumed  that a  Recipient  has  provided  distribution  assistance  or
administrative  support services  qualifying for payment under the Plan if it has
Qualified  Holdings of Shares  that  entitle it to  payments  under the Plan.  If
either the  Distributor or the Board believe that,  notwithstanding  the level of
Qualified  Holdings,  a Recipient may not be rendering  appropriate  distribution
assistance  in  connection  with the sale of  Shares  or  administrative  support
services for Accounts,  then the Distributor,  at the request of the Board, shall
require the Recipient to provide a written report or other  information to verify
that said  Recipient  is providing  appropriate  distribution  assistance  and/or
services in this regard.  If the  Distributor  or the Board of Trustees  still is
not  satisfied  after the  receipt of such  report,  either may take  appropriate
steps to  terminate  the  Recipient's  status  as a  Recipient  under  the  Plan,
whereupon such Recipient's  rights as a third-party  beneficiary  hereunder shall
terminate.   Additionally,   in  their   discretion  a  majority  of  the  Fund's
Independent  Directors at any time may remove any broker,  dealer,  bank or other
person or entity as a Recipient,  whereupon such person's or entity's rights as a
third-party  beneficiary  hereof  shall  terminate.   Notwithstanding  any  other
provision  of this Plan,  this Plan does not obligate or in any way make the Fund
liable  to make any  payment  whatsoever  to any  person  or  entity  other  than
directly  to the  Distributor.  The  Distributor  has no  obligation  to pay  any
Service Fees or Distribution  Assistance Fees to any Recipient if the Distributor
has not received  payment of Service Fees or  Distribution  Assistance  Fees from
the Fund.

4.    Selection  and  Nomination of Trustees.  While this Plan is in effect,  the
selection  and  nomination  of persons to be Directors of the Company who are not
"interested  persons"  of  the  Company  ("Disinterested   Directors")  shall  be
committed to the  discretion of the incumbent  Disinterested  Directors.  Nothing
herein shall prevent the incumbent  Disinterested  Directors from  soliciting the
views or the  involvement  of others in such  selection or  nomination as long as
the  final  decision  on any such  selection  and  nomination  is  approved  by a
majority of the incumbent Disinterested Directors.

5.    Reports.  While this Plan is in effect,  the Treasurer of the Company shall
provide  written  reports to the  Company's  Board for its review,  detailing the
aggregate  amount of payments  made under this Plan and the purpose for which the
payments  were made.  The reports  shall be provided  quarterly,  and shall state
whether all provisions of Section 3 of this Plan have been complied with.

6.    Related Agreements.  Any agreement related to this Plan shall be in writing
and  shall  provide  that:  (i) such  agreement  may be  terminated  at any time,
without  payment  of any  penalty,  by a vote of a  majority  of the  Independent
Directors  or by a vote of the  holders of a  "majority"  (as defined in the 1940
Act) of the  Fund's  outstanding  voting  Class C shares;  (ii) such  termination
shall be on not more than sixty  days'  written  notice to any other party to the
agreement;  (iii) such agreement  shall  automatically  terminate in the event of
its  "assignment" (as defined in the 1940 Act); (iv) such agreement shall go into
effect when approved by a vote of the Board and its  Independent  Directors  cast
in person at a meeting  called for the purpose of voting on such  agreement;  and
(v) such  agreement  shall,  unless  terminated as herein  provided,  continue in
effect  from  year to year  only so  long  as such  continuance  is  specifically
approved at least annually by a vote of the Board and its  Independent  Directors
cast in person at a meeting called for the purpose of voting on such continuance.

7.    Effectiveness,  Continuation,  Termination and Amendment.  This Amended and
Restated  Plan has  been  approved  by a vote of the  Board  and its  Independent
Directors  and  replaces  the Fund's  prior  Distribution  and  Service  Plan and
Agreement for Class C shares.  Unless  terminated  as  hereinafter  provided,  it
shall  continue in effect until renewed by the Board in accordance  with the Rule
and  thereafter  from year to year or as the Board may  otherwise  determine  but
only so long as such continuance is specifically  approved at least annually by a
vote of the  Board  and its  Independent  Directors  cast in  person at a meeting
called for the purpose of voting on such continuance.

      This Plan may not be amended to increase  materially the amount of payments
to be made under this Plan,  without  approval of the Class C  Shareholders  at a
meeting called for that purpose and all material  amendments  must be approved by
a vote of the Board and of the Independent Directors.

      This  Plan may be  terminated  at any time by a vote of a  majority  of the
Independent  Directors or by the vote of the holders of a "majority"  (as defined
in the 1940 Act) of the Fund's  outstanding  Class C voting shares.  In the event
of such  termination,  the Board and its  Independent  Directors  shall determine
whether the  Distributor  shall be entitled to payment  from the Fund of all or a
portion of the  Service  Fee and/or the  Asset-Based  Sales  Charge in respect of
Shares sold prior to the effective date of such termination.

8.    Disclaimer  of  Shareholder   and  Director   Liability.   The  Distributor
understands  that the  obligations  of the Fund under  this Plan are not  binding
upon any Trustee or  shareholder of the Fund  personally,  but bind only the Fund
and the Fund's  property.  The  Distributor  represents that it has notice of the
provisions  of the  Declaration  of Trust of the Fund  disclaiming  Director  and
shareholder liability for acts or obligations of the Fund.

                           Oppenheimer Disciplined Allocation Fund, a series of
                           Oppenheimer Series Fund, Inc.

                                /s/ Phillip S. Gillespie
                           By:  ________________________________________
                                Phillip S. Gillespie, Assistant Secretary



                           OppenheimerFunds Distributor, Inc.


                                /s/ James H. Ruff
                           By:  __________________________
                                James H. Ruff, President