UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-3346

Oppenheimer Series Fund, Inc.

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: October 31

Date of reporting period: 04/30/2010

TABLE OF CONTENTS

	Item 1. Reports to Stockholders
	Item 2. Code of Ethics
	Item 3. Audit Committee Financial Expert
	Item 4. Principal Accountant Fees and Services
	Item 5. Audit Committee of Listed Registrants
	Item 6. Schedule of Investments
	Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
	Item 8. Portfolio Managers of Closed-End Management Investment Companies
	Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
	Item 10. Submission of Matters to a Vote of Security Holders
	Item 11. Controls and Procedures
	Item 12. Exhibits
SIGNATURES
EX-99.CERT
EX-99.906CERT

Item 1. Reports to Stockholders.

April 30, 2010 Management Oppenheimer Commentaries Value Fund and Semiannual Report M A N A G E M E N T C O M M E N TA R I E S An Interview with Your Fund’s Portfolio Managers S E M I A N N U A L R E P O RT Listing of Top Holdings Listing of Investments Financial Statements In the Barron’s/Lipper Best Mutual-Fund Families survey, based on 2009 performance, OppenheimerFunds was ranked 7 out of 61 mutual fund families. Source: “Best Mutual-Fund Families,” Barron’s, February 1, 2010. See page 2 for specific information on the methodology used to determine the rankings in the Barron’s/Lipper Best Mutual-Fund Families survey. Past performance does not guarantee future results

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries
Oil, Gas & Consumable Fuels	13.9	%
Insurance	8.7
Pharmaceuticals	8.1
Media	7.9
Commercial Banks	6.2
Machinery	4.3
Diversified Financial Services	4.1
Chemicals	3.4
Beverages	3.3
Communications Equipment	3.1

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2010, and are based on net assets.

Top Ten Common Stock Holdings
Chevron Corp.	5.2	%
Wells Fargo & Co.	4.5
MetLife, Inc.	4.0
JPMorgan Chase & Co.	3.8
Navistar International Corp.	3.2
Merck & Co., Inc.	3.1
Tyco International Ltd.	3.0
Apache Corp.	3.0
AT&T, Inc.	3.0
Molson Coors Brewing Co., Cl. B, Non-Vtg.	2.7

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2010, and are based on net assets. For more current Top 10 Fund holdings, please visit www.oppenheimerfunds.com.

8 | OPPENHEIMER VALUE FUND

Sector Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2010, and are based on the total market value of common stocks.

9 | OPPENHEIMER VALUE FUND

NOTES

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, expenses and other charges carefully before investing. The Fund’s prospectus and, if available, the Fund’s summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus and, if available, the summary prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 9/16/85. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 10/2/95. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 5/1/96. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 12/16/96. Class Y shares are offered only to fee-based clients of dealers that have a special agreement with the Distributor, to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

10 | OPPENHEIMER VALUE FUND

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended April 30, 2010.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

11 | OPPENHEIMER VALUE FUND

FUND EXPENSES Continued

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	November 1, 2009		April 30, 2010		April 30, 2010
Actual
Class A	$	1,000.00	$	1,116.60	$	5.52
Class B		1,000.00		1,111.80		9.99
Class C		1,000.00		1,112.30		9.52
Class N		1,000.00		1,116.90		5.68
Class Y		1,000.00		1,118.90		3.10
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.59		5.27
Class B		1,000.00		1,015.37		9.54
Class C		1,000.00		1,015.82		9.09
Class N		1,000.00		1,019.44		5.42
Class Y		1,000.00		1,021.87		2.96

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended April 30, 2010 are as follows:

Class	Expense Ratios
Class A		1.05	%
Class B		1.90
Class C		1.81
Class N		1.08
Class Y		0.59

The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

12 | OPPENHEIMER VALUE FUND

STATEMENT OF INVESTMENTS April 30, 2010 / Unaudited

	Shares		Value
Common Stocks—95.6%
Consumer Discretionary—11.4%
Auto Components—1.0%
Lear Corp.1		267,040	$	21,678,307
Hotels, Restaurants & Leisure—0.5%
Brinker International, Inc.		583,270		10,802,160
Household Durables—2.0%
Mohawk Industries, Inc.1		667,684		42,558,178
Media—7.9%
Comcast Corp., Cl. A		1,940,590		38,307,247
News Corp., Inc., Cl. A		1,910,790		29,464,382
Time Warner Cable, Inc.		803,445		45,193,781
Viacom, Inc., Cl. B1		1,533,160		54,166,543
				167,131,953
Consumer Staples—5.4%
Beverages—3.3%
Coca-Cola Co. (The)		194,700		10,406,715
Molson Coors Brewing Co., Cl. B, Non-Vtg.		1,312,564		58,225,339
				68,632,054
Food & Staples Retailing—2.1%
Kroger Co. (The)		226,982		5,045,810
Walgreen Co.		1,137,660		39,988,749
				45,034,559
Energy—14.9%
Energy Equipment & Services—1.0%
Ensco plc, Sponsored ADR		446,760		21,078,137
Oil, Gas & Consumable Fuels—13.9%
Apache Corp.		624,940		63,593,894
Chevron Corp.		1,360,050		110,762,472
CONSOL Energy, Inc.		984,440		43,984,779
Exxon Mobil Corp.		311,020		21,102,707
Marathon Oil Corp.		1,407,960		45,265,914
Royal Dutch Shell plc, ADR		181,000		11,357,750
				296,067,516
Financials—21.7%
Capital Markets—2.2%
E*TRADE Financial Corp.1		14,628,980		24,576,686
State Street Corp.		487,068		21,187,458
				45,764,144
Commercial Banks—6.2%
PNC Financial Services Group, Inc.		552,260		37,117,395
Wells Fargo & Co.		2,868,799		94,985,935
				132,103,330
Diversified Financial Services—4.1%
CIT Group, Inc.1		131,700		5,347,020
JPMorgan Chase & Co.		1,917,800		81,659,924
				87,006,944
Insurance—8.7%
ACE Ltd.		866,701		46,099,826
Assurant, Inc.		839,232		30,573,222
Genworth Financial, Inc., Cl. A1		1,452,750		23,999,430
MetLife, Inc.		1,866,770		85,087,377
				185,759,855
Thrifts & Mortgage Finance—0.5%
MGIC Investment Corp.1		1,057,464		11,029,350
Health Care—10.4%
Health Care Providers & Services—2.3%
Aetna, Inc.		1,664,250		49,178,588
Pharmaceuticals—8.1%
Biovail Corp.		1,497,070		25,450,190
Merck & Co., Inc.		1,866,160		65,390,246

F1 | OPPENHEIMER VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Pharmaceuticals Continued
Pfizer, Inc.		3,474,918	$	58,100,629
Teva Pharmaceutical Industries Ltd., Sponsored ADR		368,370		21,634,370
				170,575,435
Industrials—11.9%
Aerospace & Defense—1.3%
AerCap Holdings NV1		822,507		11,350,597
Lockheed Martin Corp.		199,730		16,955,080
				28,305,677
Electrical Equipment—1.4%
General Cable Corp.1		1,015,905		29,024,406
Industrial Conglomerates—3.0%
Tyco International Ltd.		1,655,599		64,220,685
Machinery—4.3%
Ingersoll-Rand plc		609,100		22,524,518
Navistar International Corp.1		1,405,135		67,924,226
				90,448,744
Road & Rail—1.1%
CSX Corp.		219,000		12,274,950
Norfolk Southern Corp.		201,200		11,937,196
				24,212,146
Trading Companies & Distributors—0.8%
Aircastle Ltd.		1,454,855		17,472,809
Information Technology—9.1%
Communications Equipment—3.1%
Harris Corp.		110,900		5,709,132
Motorola, Inc.1		3,850,270		27,221,409
QUALCOMM, Inc.		374,627		14,513,050
Research in Motion Ltd.1		250,310		17,819,569
				65,263,160
Computers & Peripherals—2.6%
Dell, Inc.1		2,056,150		33,268,507
Hewlett-Packard Co.		411,400		21,380,458
				54,648,965
Electronic Equipment & Instruments—0.7%
Corning, Inc.		806,800		15,530,900
Office Electronics—0.6%
Xerox Corp.		1,183,900		12,904,510
Software—2.1%
Oracle Corp.		1,722,320		44,504,749
Materials—3.9%
Chemicals—3.4%
Celanese Corp., Series A		1,325,124		42,390,717
Potash Corp. of Saskatchewan, Inc.		261,040		28,844,920
				71,235,637
Metals & Mining—0.5%
Xstrata plc, Unsponsored ADR		3,339,180		11,152,861
Telecommunication Services—3.0%
Diversified Telecommunication Services—3.0%
AT&T, Inc.		2,431,250		63,358,373
Utilities—3.9%
Electric Utilities—2.9%
Edison International, Inc.		1,217,140		41,833,102
Exelon Corp.		449,349		19,587,123
				61,420,225
Multi-Utilities—1.0%
PG&E Corp.		499,720		21,887,736
Total Common Stocks (Cost $1,690,226,737)				2,029,992,093

F2 | OPPENHEIMER VALUE FUND

	Expiration		Strike
	Date		Price		Contracts		Value
Options Purchased—0.0%
Aetna, Inc. Put1 (Cost $216,127)		7/19/10	$	30		1,135	$	244,025

	Shares
Investment Company—0.9%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.18%2,3 (Cost $19,217,000)		19,217,000			19,217,000
Total Investments, at Value (Cost $1,709,659,864)		96.5	%		2,049,453,118
Other Assets Net of Liabilities		3.5			73,637,985
Net Assets		100.0	%	$	2,123,091,103

Footnotes to Statement of Investments

1.	Non-income producing security.
2.	Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended April 30, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares		Gross		Gross		Shares
	October 31, 2009		Additions		Reductions		April 30, 2010
Oppenheimer Institutional Money Market Fund, Cl. E		34,031,043		578,339,875		593,153,918		19,217,000

	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	19,217,000	$	68,857

3. Rate shown is the 7-day yield as of April 30, 2010.

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than unadjusted quoted prices that are observable for the asset (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of April 30, 2010 based on valuation input level:

F3 | OPPENHEIMER VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments Continued

			Level 2 –
	Level 1 –		Other		Level 3 –
	Unadjusted		Significant		Significant
	Quoted		Observable		Unobservable
	Prices		Inputs		Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	242,170,598	$	—	$	—	$	242,170,598
Consumer Staples		113,666,613		—		—		113,666,613
Energy		317,145,653		—		—		317,145,653
Financials		461,663,623		—		—		461,663,623
Health Care		219,754,023		—		—		219,754,023
Industrials		253,684,467		—		—		253,684,467
Information Technology		192,852,284		—		—		192,852,284
Materials		82,388,498		—		—		82,388,498
Telecommunication Services		63,358,373		—		—		63,358,373
Utilities		83,307,961		—		—		83,307,961
Options Purchased		244,025		—		—		244,025
Investment Company		19,217,000		—		—		19,217,000
Total Assets	$	2,049,453,118	$	—	$	—	$	2,049,453,118

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.

See accompanying Notes to Financial Statements.

F4 | OPPENHEIMER VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

April 30, 2010

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,690,442,864)	$	2,030,236,118
Affiliated companies (cost $19,217,000)		19,217,000
		2,049,453,118
Cash		90,372
Receivables and other assets:
Investments sold		93,481,485
Dividends		1,819,108
Shares of capital stock sold		1,312,737
Other		136,780
Total assets		2,146,293,600
Liabilities
Payables and other liabilities:
Investments purchased		19,093,360
Shares of capital stock redeemed		3,010,776
Transfer and shareholder servicing agent fees		407,775
Directors’ compensation		312,400
Distribution and service plan fees		246,686
Shareholder communications		87,577
Other		43,923
Total liabilities		23,202,497
Net Assets	$	2,123,091,103
Composition of Net Assets
Par value of shares of capital stock	$	103,571
Additional paid-in capital		2,941,066,235
Accumulated net investment income		1,577,022
Accumulated net realized loss on investments		(1,159,448,979	)
Net unrealized appreciation on investments		339,793,254
Net Assets	$	2,123,091,103

F5 | OPPENHEIMER VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $857,391,318 and 41,964,483 shares of capital stock outstanding)	$	20.43
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	21.68
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $59,401,834 and 2,969,522 shares of capital stock outstanding)	$	20.00
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $174,138,966 and 8,887,947 shares of capital stock outstanding)	$	19.59
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $118,938,511 and 5,932,571 shares of capital stock outstanding)	$	20.05
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $913,220,474 and 43,816,885 shares of capital stock outstanding)	$	20.84

See accompanying Notes to Financial Statements.

F6 | OPPENHEIMER VALUE FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended April 30, 2010

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $21,010)	$	17,694,697
Affiliated companies		68,857
Interest		164
Total investment income		17,763,718
Expenses
Management fees		4,991,722
Distribution and service plan fees:
Class A		1,034,015
Class B		300,865
Class C		842,638
Class N		284,584
Transfer and shareholder servicing agent fees:
Class A		1,248,725
Class B		177,794
Class C		253,497
Class N		50,821
Class Y		377,804
Shareholder communications:
Class A		77,398
Class B		18,167
Class C		18,212
Class N		5,982
Class Y		68,835
Directors’ compensation		26,298
Accounting service fees		7,500
Custodian fees and expenses		4,508
Other		69,344
Total expenses		9,858,709
Less waivers and reimbursements of expenses		(104,978	)
Net expenses		9,753,731
Net Investment Income		8,009,987

F7 | OPPENHEIMER VALUE FUND

STATEMENT OF OPERATIONS Unaudited / Continued

Realized and Unrealized Gain
Net realized gain on investments from unaffiliated companies	$	113,226,656
Net change in unrealized appreciation/depreciation on investments		111,228,528
Net Increase in Net Assets Resulting from Operations	$	232,465,171

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months			Year
	Ended			Ended
	April 30, 2010			October 31,
	(Unaudited)			2009
Operations
Net investment income	$	8,009,987		$	30,636,327
Net realized gain (loss)		113,226,656			(683,240,657	)
Net change in unrealized appreciation/depreciation		111,228,528			927,343,969
Net increase in net assets resulting from operations		232,465,171			274,739,639
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(12,136,602	)		(15,432,248	)
Class B		(413,990	)		(273,563	)
Class C		(1,421,294	)		(1,182,342	)
Class N		(1,461,413	)		(1,653,980	)
Class Y		(14,996,199	)		(22,327,600	)
		(30,429,498	)		(40,869,733	)
Capital Stock Transactions
Net decrease in net assets resulting from capital stock transactions:
Class A		(45,683,739	)		(231,836,627	)
Class B		(8,369,301	)		(17,326,099	)
Class C		(6,837,384	)		(31,234,660	)
Class N		(2,912,841	)		(35,089,884	)
Class Y		(31,995,941	)		(245,442,272	)
		(95,799,206	)		(560,929,542	)
Net Assets
Total increase (decrease)		106,236,467			(327,059,636	)
Beginning of period		2,016,854,636			2,343,914,272
End of period (including accumulated net investment income of $1,577,022 and $23,996,533, respectively)	$	2,123,091,103		$	2,016,854,636

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS

	Six Months
	Ended
	April 30, 2010									Year Ended October 31,
Class A	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	18.56		$	16.11		$	29.39		$	26.08		$	23.79		$	21.15
Income (loss) from investment operations:
Net investment income1		.06			.23			.31			.28			.25			.19
Net realized and unrealized gain (loss)		2.09			2.49			(11.44	)		4.10			3.24			2.75
Total from investment operations		2.15			2.72			(11.13	)		4.38			3.49			2.94
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.28	)		(.27	)		(.25	)		(.21	)		(.17	)		(.11	)
Distributions from net realized gain		—			—			(1.90	)		(.86	)		(1.03	)		(.19	)
Total dividends and/or distributions to shareholders		(.28	)		(.27	)		(2.15	)		(1.07	)		(1.20	)		(.30	)
Net asset value, end of period	$	20.43		$	18.56		$	16.11		$	29.39		$	26.08		$	23.79
Total Return, at Net Asset Value2		11.66	%		17.50	%		(40.58	)%		17.37	%		15.20	%		13.99	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	857,391		$	822,406		$	969,240		$	1,747,318		$	1,282,691		$	835,793
Average net assets (in thousands)	$	845,652		$	786,984		$	1,514,969		$	1,504,682		$	1,052,054		$	600,426
Ratios to average net assets:3
Net investment income		0.64	%		1.47	%		1.35	%		1.01	%		1.03	%		0.83	%
Total expenses		1.05	%4		1.12	%4		0.94	%4		0.89	%4		0.93	%4		0.99	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.05	%		1.10	%		0.94	%		0.89	%		0.93	%		0.99	%
Portfolio turnover rate		48	%		132	%		157	%		130	%		101	%		72	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2010	1.05	%
Year Ended October 31, 2009	1.12	%
Year Ended October 31, 2008	0.94	%
Year Ended October 31, 2007	0.89	%
Year Ended October 31, 2006	0.93	%

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER VALUE FUND

	Six Months
	Ended
	April 30, 2010									Year Ended October 31,
Class B	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	18.11		$	15.60		$	28.51		$	25.33		$	23.17		$	20.68
Income (loss) from investment operations:
Net investment income (loss)1		(.01	)		.10			.11			.05			.04			(.01	)
Net realized and unrealized gain (loss)		2.03			2.47			(11.12	)		3.99			3.15			2.69
Total from investment operations		2.02			2.57			(11.01	)		4.04			3.19			2.68
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.13	)		(.06	)		—			—			—			—
Distributions from net realized gain		—			—			(1.90	)		(.86	)		(1.03	)		(.19	)
Total dividends and/or distributions to shareholders		(.13	)		(.06	)		(1.90	)		(.86	)		(1.03	)		(.19	)
Net asset value, end of period	$	20.00		$	18.11		$	15.60		$	28.51		$	25.33		$	23.17
Total Return, at Net Asset Value2		11.18	%		16.63	%		(41.13	)%		16.40	%		14.19	%		13.02	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	59,402		$	61,762		$	71,712		$	157,689		$	147,034		$	127,258
Average net assets (in thousands)	$	60,750		$	59,861		$	116,991		$	159,306		$	136,256		$	109,545
Ratios to average net assets:3
Net investment income (loss)		(0.15	)%		0.67	%		0.49	%		0.19	%		0.19	%		(0.03	)%
Total expenses		2.14	%4		2.24	%4		1.81	%4		1.73	%4		1.81	%4		1.87	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.90	%		1.89	%		1.81	%		1.73	%		1.81	%		1.87	%
Portfolio turnover rate		48	%		132	%		157	%		130	%		101	%		72	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2010	2.14	%
Year Ended October 31, 2009	2.24	%
Year Ended October 31, 2008	1.81	%
Year Ended October 31, 2007	1.73	%
Year Ended October 31, 2006	1.81	%

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended
	April 30, 2010									Year Ended October 31,
Class C	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	17.76		$	15.35		$	28.11		$	25.00		$	22.89		$	20.41
Income (loss) from investment operations:
Net investment income (loss)1		(.01	)		.10			.13			.06			.06			.01
Net realized and unrealized gain (loss)		2.00			2.41			(10.94	)		3.94			3.11			2.66
Total from investment operations		1.99			2.51			(10.81	)		4.00			3.17			2.67
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.16	)		(.10	)		(.05	)		(.03	)		(.03	)		—
Distributions from net realized gain		—			—			(1.90	)		(.86	)		(1.03	)		(.19	)
Total dividends and/or distributions to shareholders		(.16	)		(.10	)		(1.95	)		(.89	)		(1.06	)		(.19	)
Net asset value, end of period	$	19.59		$	17.76		$	15.35		$	28.11		$	25.00		$	22.89
Total Return, at Net Asset Value2		11.23	%		16.64	%		(41.05	)%		16.48	%		14.31	%		13.14	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	174,139		$	164,374		$	175,970		$	325,044		$	247,730		$	170,710
Average net assets (in thousands)	$	170,014		$	152,381		$	268,992		$	284,073		$	212,087		$	124,605
Ratios to average net assets:3
Net investment income (loss)		(0.16	)%		0.66	%		0.59	%		0.23	%		0.25	%		0.04	%
Total expenses		1.81	%4		1.88	%4		1.70	%4		1.67	%4		1.72	%4		1.77	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.81	%		1.86	%		1.70	%		1.67	%		1.71	%		1.77	%
Portfolio turnover rate		48	%		132	%		157	%		130	%		101	%		72	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2010	1.81	%
Year Ended October 31, 2009	1.88	%
Year Ended October 31, 2008	1.70	%
Year Ended October 31, 2007	1.67	%
Year Ended October 31, 2006	1.72	%

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER VALUE FUND

	Six Months
	Ended
	April 30, 2010									Year Ended October 31,
Class N	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	18.18		$	15.74		$	28.79		$	25.56		$	23.38		$	20.80
Income (loss) from investment operations:
Net investment income1		.06			.21			.22			.18			.16			.11
Net realized and unrealized gain (loss)		2.05			2.43			(11.20	)		4.02			3.17			2.72
Total from investment operations		2.11			2.64			(10.98	)		4.20			3.33			2.83
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.24	)		(.20	)		(.17	)		(.11	)		(.12	)		(.06	)
Distributions from net realized gain		—			—			(1.90	)		(.86	)		(1.03	)		(.19	)
Total dividends and/or distributions to shareholders		(.24	)		(.20	)		(2.07	)		(.97	)		(1.15	)		(.25	)
Net asset value, end of period	$	20.05		$	18.18		$	15.74		$	28.79		$	25.56		$	23.38
Total Return, at Net Asset Value2		11.69	%		17.23	%		(40.83	)%		16.96	%		14.73	%		13.68	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	118,939		$	110,610		$	133,088		$	202,101		$	122,588		$	76,058
Average net assets (in thousands)	$	116,120		$	112,033		$	188,506		$	163,402		$	104,142		$	53,166
Ratios to average net assets:3
Net investment income		0.64	%		1.35	%		0.96	%		0.66	%		0.66	%		0.50	%
Total expenses		1.08	%4		1.75	%4		1.46	%4		1.26	%4		1.33	%4		1.30	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.08	%		1.32	%		1.32	%		1.25	%		1.31	%		1.30	%
Portfolio turnover rate		48	%		132	%		157	%		130	%		101	%		72	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2010	1.08	%
Year Ended October 31, 2009	1.75	%
Year Ended October 31, 2008	1.46	%
Year Ended October 31, 2007	1.26	%
Year Ended October 31, 2006	1.33	%

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended
	April 30, 2010									Year Ended October 31,
Class Y	(Unaudited)			2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	18.94		$	16.49		$	30.03		$	26.61		$	24.23		$	21.54
Income (loss) from investment operations:
Net investment income1		.11			.29			.40			.38			.33			.26
Net realized and unrealized gain (loss)		2.12			2.52			(11.69	)		4.19			3.31			2.81
Total from investment operations		2.23			2.81			(11.29	)		4.57			3.64			3.07
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.33	)		(.36	)		(.35	)		(.29	)		(.23	)		(.19	)
Distributions from net realized gain		—			—			(1.90	)		(.86	)		(1.03	)		(.19	)
Total dividends and/or distributions to shareholders		(.33	)		(.36	)		(2.25	)		(1.15	)		(1.26	)		(.38	)
Net asset value, end of period	$	20.84		$	18.94		$	16.49		$	30.03		$	26.61		$	24.23
Total Return, at Net Asset Value2		11.89	%		17.94	%		(40.37	)%		17.81	%		15.58	%		14.38	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	913,220		$	857,703		$	993,904		$	1,113,222		$	430,910		$	141,489
Average net assets (in thousands)	$	917,197		$	881,802		$	1,187,081		$	643,874		$	287,929		$	83,000
Ratios to average net assets:3
Net investment income		1.13	%		1.83	%		1.73	%		1.33	%		1.32	%		1.10	%
Total expenses		0.59	%4		0.81	%4		0.54	%4		0.53	%4		0.57	%4		0.70	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.59	%		0.79	%		0.54	%		0.53	%		0.57	%		0.70	%
Portfolio turnover rate		48	%		132	%		157	%		130	%		101	%		72	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2010	0.59	%
Year Ended October 31, 2009	0.81	%
Year Ended October 31, 2008	0.54	%
Year Ended October 31, 2007	0.53	%
Year Ended October 31, 2006	0.57	%

See accompanying Notes to Financial Statements.

F14 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited

1. Significant Accounting Policies

Oppenheimer Value Fund (the “Fund”), a series of Oppenheimer Series Fund, Inc., is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund’s investment objective is to seek long-term growth of capital by investing primarily in common stocks with low price-earnings ratios and better-than-anticipated earnings. Realization of current income is a secondary consideration. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

     The following is a summary of significant accounting policies consistently followed by the Fund.

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

     Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Directors or dealers.

     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange

F15 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

is NASDAQ^® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

     Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

     U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.

     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Directors (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

     There have been no significant changes to the fair valuation methodologies of the Fund during the period.

F16 | OPPENHEIMER VALUE FUND

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Directors.

     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments

F17 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

During the fiscal year ended October 31, 2009, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. As of October 31, 2009, the Fund had available for federal income tax purposes unused capital loss carryforwards as follows:

Expiring
2010	$	188,912
2016		543,381,456
2017		682,432,624
Total	$	1,226,002,992

As of April 30, 2010, the Fund had available for federal income tax purposes an estimated capital loss carryforward of $1,112,776,336 expiring by 2017. This estimated capital loss carryforward represents carryforward as of the end of the last fiscal year, increased for losses deferred under tax accounting rules to the current fiscal year and is increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended April 30, 2010, it is estimated that the Fund will utilize $113,226,656 of capital loss carryforward to offset realized capital gains.

     Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of April 30, 2010 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	1,758,358,361
Gross unrealized appreciation	$	314,135,942
Gross unrealized depreciation		(23,041,185	)
Net unrealized appreciation	$	291,094,757

F18 | OPPENHEIMER VALUE FUND

Directors’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent directors. Benefits are based on years of service and fees paid to each director during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent directors as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the six months ended April 30, 2010, the Fund’s projected benefit obligations, payments to retired directors and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	5,495
Payments Made to Retired Directors		22,916
Accumulated Liability as of April 30, 2010		187,366

The Board of Directors has adopted a compensation deferral plan for independent directors that enables directors to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Director under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Director. The Fund purchases shares of the funds selected for deferral by the Director in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of directors’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

F19 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. Shares of Capital Stock

The Fund has authorized 700 million shares of $0.001 par value capital stock. Transactions in shares of capital stock were as follows:

	Six Months Ended April 30, 2010						Year Ended October 31, 2009
	Shares			Amount			Shares			Amount
Class A
Sold		3,545,405		$	69,054,639			9,762,300		$	149,355,604
Dividends and/or distributions reinvested		577,022			11,073,055			974,496			12,990,286
Redeemed		(6,470,362	)		(125,811,433	)		(26,601,139	)		(394,182,517	)
Net decrease		(2,347,935	)	$	(45,683,739	)		(15,864,343	)	$	(231,836,627	)

F20 | OPPENHEIMER VALUE FUND

	Six Months Ended April 30, 2010						Year Ended October 31, 2009
	Shares			Amount			Shares			Amount
Class B
Sold		204,310		$	3,910,420			597,617		$	8,885,061
Dividends and/or distributions reinvested		20,694			390,287			19,648			257,385
Redeemed		(665,938	)		(12,670,008	)		(1,802,627	)		(26,468,545	)
Net decrease		(440,934	)	$	(8,369,301	)		(1,185,362	)	$	(17,326,099	)
Class C
Sold		701,404		$	13,190,154			1,753,653		$	25,644,262
Dividends and/or distributions reinvested		66,232			1,222,648			75,687			972,584
Redeemed		(1,135,362	)		(21,250,186	)		(4,037,038	)		(57,851,506	)
Net decrease		(367,726	)	$	(6,837,384	)		(2,207,698	)	$	(31,234,660	)
Class N
Sold		836,854		$	16,043,580			2,402,801		$	35,853,783
Dividends and/or distributions reinvested		70,449			1,326,550			115,882			1,516,901
Redeemed		(1,057,423	)		(20,282,971	)		(4,890,679	)		(72,460,568	)
Net decrease		(150,120	)	$	(2,912,841	)		(2,371,996	)	$	(35,089,884	)
Class Y
Sold		5,388,704		$	106,878,092			12,569,197		$	198,102,184
Dividends and/or distributions reinvested		758,056			14,812,418			1,631,449			22,138,766
Redeemed		(7,625,975	)		(153,686,451	)		(29,165,209	)		(465,683,222	)
Net decrease		(1,479,215	)	$	(31,995,941	)		(14,964,563	)	$	(245,442,272	)

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended April 30, 2010, were as follows:

	Purchases		Sales
| |
Investment securities	$	958,426,723	$	1,095,372,034

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

Fee Schedule
Up to $300 million	0.625	%
Next $100 million	0.500
Over $400 million	0.450

F21 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Fees and Other Transactions with Affiliates Continued

Accounting Service Fees. The Manager acts as the accounting agent for the Fund at an annual fee of $15,000, plus out-of-pocket costs and expenses reasonably incurred.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the six months ended April 30, 2010, the Fund paid $2,231,494 to OFS for services to the Fund.

     Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Directors and its independent directors must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans

F22 | OPPENHEIMER VALUE FUND

at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at March 31, 2010 were as follows:

Class B	$	1,394,716
Class C		2,975,250
Class N		2,397,683

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

			Class A		Class B		Class C		Class N
	Class A		Contingent		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges		Sales Charges
Six Months	Retained by		Retained by		Retained by		Retained by		Retained by
Ended	Distributor		Distributor		Distributor		Distributor		Distributor
April 30, 2010	$	126,054	$	133	$	59,936	$	3,410	$	265

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

During the six months ended April 30, 2010, OFS waived transfer and shareholder servicing agent fees as follows:

Class B $ 71,468

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the six months ended April 30, 2010, the Manager waived fees and/or reimbursed the Fund $33,510 for IMMF management fees.

     Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on

F23 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.

Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following market risk factors:

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market. Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

     The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

F24 | OPPENHEIMER VALUE FUND

     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.

     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allow the Fund to net unrealized appreciation and depreciation for certain positions in swaps, over-the-counter options, swaptions, and forward currency exchange contracts for each individual counterparty.

Credit Related Contingent Features. The Fund has several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s ISDA master agreements which govern certain positions in swaps, over-the-counter options and swaptions, and forward currency exchange contracts for each individual counterparty.

Valuations of derivative instruments as of April 30, 2010 are as follows:

	Asset Derivatives
Derivatives	Statement of
not Accounted for as	Assets and
Hedging Instruments	Liabilities Location	Value
Equity contracts	Investments, at value–unaffiliated companies	$	244,025	*

* Amounts relate to purchased options.

F25 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

The effect of derivative instruments on the Statement of Operations is as follows:

Amount of Realized Gain or Loss Recognized on Derivatives
Derivatives
not Accounted for as
Hedging Instruments	Investments from unaffiliated companies
Equity contracts		$	(398,030	)
Amount of Change in Unrealized Gain or Loss Recognized on Derivatives
Derivatives
not Accounted for as
Hedging Instruments		Investments*
Equity contracts		$	27,898

* Includes purchased option contracts and purchased swaption contracts, if any.

Option Activity

The Fund may buy and sell put and call options, or write put and covered call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option.

     Options are valued daily based upon the last sale price on the principal exchange on which the option is traded. The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.

     Options written are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities. Securities held in collateralized accounts to cover potential obligations with respect to outstanding written options are noted in the Statement of Investments.

     The Fund has purchased put options on individual equity securities and, or, equity indexes to decrease exposure to equity risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

     The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk that there may be an illiquid market where the Fund is unable to close the contract.

     Additional associated risks to the Fund include counterparty credit risk for over-the-counter options and liquidity risk.

F26 | OPPENHEIMER VALUE FUND

6. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financial statements were issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

7. Pending Litigation

Since 2009, a number of lawsuits have been filed in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers, trustees and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.

     In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.

     Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff ”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

     The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.

F27 | OPPENHEIMER VALUE FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

     The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may 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 1-800-SEC-0330.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus, or, if available, the fund’s summary prospectus, annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

     Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus, or, if available, the summary prospectus, reports and privacy policy within 30 days of receiving your request to stop householding.

13 | OPPENHEIMER VALUE FUND

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable. b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1.

The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2.

The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and

whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3.

The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

• the name, address, and business, educational, and/or other pertinent background of the person being recommended;

• a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

• any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

• the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

	The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.
4.	Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”
5.	Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 04/30/2010, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)	(1) Not applicable to semiannual reports.
	(2) Exhibits attached hereto.
	(3) Not applicable.
(b)	Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Series Fund, Inc.

By:	/s/ William F. Glavin, Jr. William F. Glavin, Jr.
	Principal Executive Officer
Date:	06/07/2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ William F. Glavin, Jr.
	William F. Glavin, Jr.
	Principal Executive Officer
Date:	06/07/2010
By:	/s/ Brian W. Wixted Brian W. Wixted
	Principal Financial Officer
Date:	06/07/2010