485BPOS

                                                                     Registration No. 2-75812
                                                                     File No. 811-3391

                          SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549

                                      FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                                [X]

Pre-Effective Amendment No. _____                                        [   ]


Post-Effective Amendment No. 37                                            [X]
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                                        and/or

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


Amendment No. 32                                                           [X]
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                             CENTENNIAL GOVERNMENT TRUST
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                  (Exact Name of Registrant as Specified in Charter)

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                6803 South Tucson Way, Centennial, Colorado 80112-3924

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                 (Address of Principal Executive Offices) (Zip Code)

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                                    1.303.768.3200
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                 (Registrant's Telephone Number, including Area Code)

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                                 Robert G. Zack, Esq.
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                                OppenheimerFunds, Inc.

    Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
                                      10281-1008

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                       (Name and Address of Agent for Service)

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


[   ] Immediately upon filing pursuant to paragraph (b)
[X]   On August 27, 2004 pursuant to paragraph (b)
         ---------------
[   ] 60 days after filing pursuant to paragraph (a)(1)
[...] On _______________ pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:


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

Centennial Government Trust


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Prospectus dated August 27, 2004

                                         Centennial Government Trust is a money
                                         market mutual fund.  It seeks a high
                                         level of current income consistent
                                         with preserving capital and
                                         maintaining liquidity.  The Trust
                                         invests in short-term, high-quality
                                         "money market" investments.

                                         This Prospectus contains important
                                         information about the Trust's
                                         objective, its investment policies,
                                         strategies and risks.  It also
                                         contains important information about
                                         how to buy and sell shares of the
As with all mutual funds, the            Trust and other account features.
Securities and Exchange Commission has   Please read this Prospectus carefully
not approved or disapproved the Trust's  before you invest and keep it for
securities nor has it determined that    future reference about your account.
this Prospectus is accurate or
complete.  It is a criminal offense to
represent otherwise.
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2

CONTENTS

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

                  The Trust's Investment Objective and Strategies

                  Main Risks of Investing in the Trust

                  The Trust's Past Performance

                  Fees and Expenses of the Trust

                  About the Trust's Investments

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

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

                  How the Trusts are Managed

                  How to Buy Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Sell Shares
                  Automatic Purchase and Redemption Programs
                  Direct Shareholders

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights













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

The Trust's Investment Objective and Strategies

WHAT IS THE TRUST'S INVESTMENT OBJECTIVE?  The Trust seeks a high level of current
income that is consistent with the preservation of capital and the maintenance of
liquidity.

WHAT DOES THE TRUST MAINLY INVEST IN?  The Trust is a money market fund.  It
invests in a variety of high-quality money market instruments to seek income.  The
Trust invests principally in short-term, U.S. dollar denominated debt instruments
issued by the U.S. government, its agencies and instrumentalities.  To be
considered "high-quality," generally they must be rated in one of the two highest
credit-quality categories for short-term securities by nationally recognized rating
services.  If unrated, a security must be determined by the Trust's investment
manager to be of comparable quality to rated securities.  Many of the securities
issued by the U.S. government are not rated, but the Trust may purchase them
because they meet the "high quality" standards of the Trust.

      The Trust will invest under normal circumstances at least 80% of its net
assets (plus any borrowings for investment purposes) in debt instruments issued by
the U.S. government, its agencies and instrumentalities.  Although this is not a
fundamental policy, the amount so invested will not be changed by the Board without
providing shareholders at least 60 days prior notice of the change.

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

Main Risks of Investing in the Trust

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

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

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

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

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


For the period from 1/1/04 through 6/30/04 the cumulative total return (not
annualized) was 0.19%.
During the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was 1.48%
(4th Q' 00) and the lowest return (not annualized) for a calendar quarter was 0.10%
(4th Q `03).


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

2003

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

Centennial Government Trust           0.77%          3.14%         3.91%
(inception 10/5/81)

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

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


The Trust pays a variety of expenses directly for management of its assets,
administration and other services.  Those expenses are subtracted from the Trust's
assets to calculate the Trust's net asset value per share. All shareholders
therefore pay those expenses indirectly.  The following tables are meant to help
you understand the fees and expenses you may pay if you buy and hold shares of the
Trust. The numbers below are based upon the Trust's expenses during its fiscal year
ended June 30, 2004.


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

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

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 Management Fees1                             0.43%
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 Distribution and/or Service (12b-1) Fees     0.20%
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 Other Expenses2                              0.08%

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 Total Annual Operating Expenses              0.71%

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1. The Trust's operating expenses are shown without giving effect to a contractual
expense limitation was in effect for part of the fiscal year.  With that expense
limitation the "Management Fees" was 0.33% and the "Total Annual Operating
Expenses" were 0.61%.  This former expense limitation is described in the Statement
of Additional Information.
2. Expenses may very in future years.  "Other Expenses" include transfer agent
fees, custodial expenses, and accounting and legal expenses the Trust pays.  The
Transfer Agent has voluntarily undertaken to the Trust to limit the transfer agent
fees to 0.35% of average daily net assets per fiscal year.  That undertaking may be
amended or withdrawn at any time. For the Trust's fiscal year ended June 30, 2004,
the transfer agent fees did not exceed the expense limitation described above.


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

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  1 year             3 years           5 years            10 years
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  $73                $227              $395               $883

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About the Trust's Investments


THE TRUST'S PRINCIPAL INVESTMENT POLICIES.  The Trust invests in money market
instruments meeting quality, maturity and diversification standards established by
its Board of Trustees as well as rules that apply to money market funds under the
Investment Company Act of 1940.  The Statement of Additional Information contains
more detailed information about the Trust's investment policies and risks.


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

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

o     U.S. Government Securities. The Trust invests mainly in obligations issued or
      guaranteed by the U.S. government or any of its agencies or
      instrumentalities. Some are direct obligations of the U.S. Treasury, such as
      Treasury bills, notes and bonds, and are supported by the full faith and
      credit of the United States.  Although these U.S. Government Securities are
      not rated, they are "high quality" investments under the rules that apply to
      money market funds.  Other U.S. government securities, such as pass-through
      certificates issued by the Government National Mortgage Association (Ginnie
      Mae), are also supported by the full faith and credit of the U.S.
      government.  Some government securities, agencies or instrumentalities of the
      U.S. government are supported by the right of the issuer to borrow from the
      U.S. Treasury, such as securities of the Federal National Mortgage
      Association (Fannie Mae).  Others may be supported only by the credit of the
      instrumentality, such as obligations of the Federal Home Loan Mortgage
      Corporation (Freddie Mac).

o     Other Money Market Instruments. The Trust can invest in variable or floating
      rate notes, variable rate master demand notes or in master demand notes.  The
      Trust can also purchase other debt obligations with a length of permitted
      maturity up to the maximum permitted under Rule 2a-7 (currently 397 days)
      from the date of purchase.  It may purchase debt obligations that have been
      called for redemption by the issuer if the redemption will occur within the
      length of permitted maturity up to the maximum permitted under Rule 2a-7
      (currently 397 days). Please refer to "What Standards Apply to the Trust's
      Investments?" below for more details.

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

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

In general, the Trust buys only high-quality investments that the Manager believes
present minimal credit risk at the time of purchase.  "High-quality" investments
are:

o     rated in one of the two highest short-term rating categories of two national
      rating organizations, or
o     rated by one rating organization in one of its two highest rating categories
      (if only one rating organization has rated the investment), or
o     unrated investments that the Manager determines are comparable in quality to
      the two highest rating categories.

      The procedures also limit the amount of the Trust's assets that can be
invested in the securities of any one issuer (other than the U.S. government, its
agencies and instrumentalities), to spread the Trust's investment risks.  According
to the standards, the Trust can invest without limit in U.S. government securities
because of their limited investment risks.  No security's maturity will exceed the
maximum time permitted under Rule 2a-7 (currently 397 days).  Finally, the Trust
must maintain a dollar-weighted average portfolio maturity of not more than 90
days, to reduce interest rate risks.

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

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

Floating Rate/Variable Rate Notes.  The Trust can purchase investments with
      floating or variable interest rates.  Variable rates are adjustable at stated
      periodic intervals.  Floating rates are adjusted automatically according to a
      specified market rate or benchmark for such investment, such as the prime
      rate of a bank.  If the maturity of an investment is greater than the maximum
      time permitted under Rule 2a-7 (currently 397 days), it can be purchased if
      it has a demand feature.  That feature must permit the Trust to recover the
      principal amount of the investment on not more than 30 days' notice at any
      time, or at specified times not exceeding the maximum time permitted under
      Rule 2a-7 (currently 397 days).

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


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


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


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


How the Trusts are Managed


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

      The Manager has been an investment advisor since 1978.  The Manager and its
parent company and controlled affiliates managed more than $155 billion in assets
as of June 30, 2004, including other Oppenheimer funds with more than ten million
shareholder accounts.  The Manager is located at 6803 South Tucson Way, Centennial,
Colorado 80112.

Portfolio Managers. The portfolio managers of the Trusts are the persons
      principally responsible for the day-to-day management of the Trusts'
      portfolios.  The portfolio managers of Centennial Money Market Trust and
      Centennial Government Trust are Carol E. Wolf and Barry D. Weiss.  Ms. Wolf
      has had this responsibility since November 1988 for Centennial Government
      Trust and October 1990 for Centennial Money Market Trust and Mr. Weiss, since
      August 2001. Each is an officer of Centennial Money Market Trust and
      Centennial Government Trust.  Ms. Wolf is a Senior Vice President and Mr.
      Weiss is a Vice President of the Manager, and each is an officer and
      portfolio manager of other funds for which the Manager or an affiliate serves
      as investment advisor.  Prior to joining the Manager as Senior Credit Analyst
      in February, 2000, Mr. Weiss was an Associate Director, Fitch IBCA Inc.
      (April 1998 - February 2000).  The portfolio manager of Centennial Tax Exempt
      Trust is John C. Bonnell (since May 2004).  Mr. Bonnell is a Vice President
      of the Manager and Centennial Tax Exempt Trust and an officer and portfolio
      manager of other funds for which the Manager or an affiliate serves as
      investment advisor. Prior to joining the Manager, he had been a portfolio
      manager at String Financial Corporation (1999-2004).


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


o     Centennial Government Trust.  The annual management fee rates are: 0.500% of
      the first $250 million of the Trust's net assets, 0.475% of the next $250
      million, 0.450% of the next $250 million, 0.425% of the next $250 million,
      0.400% of the next $250 million, 0.375% of the next $250 million, 0.350% of
      net assets in excess of $2 billion.  The Trust's management fees for its
      fiscal year ended June 30, 2004, were 0.33% of the Trust's average annual net
      assets.

o     Centennial Money Market Trust.  The annual management fee rates are: 0.500%
      of the first $250 million of the Trust's net assets, 0.475% of the next $250
      million, 0.450% of the next $250 million, 0.425% of the next $250 million,
      0.400% of the next $250 million, 0.375% of the next $250 million, 0.350% of
      the next $500 million, and 0.325% of net assets in excess of $2 billion.  The
      Trust's management fees for its fiscal year ended June 30, 2004, were 0.18%
      of the Trust's average annual net assets.

o     Centennial Tax Exempt Trust.  The annual management fee rates applicable to
      the Trust are as follows: 0.500% of the first $250 million of the Trust's net
      assets, 0.475% of the next $250 million, 0.450% of the next $250 million,
      0.425% of the next $250 million, 0.400% of the next $250 million, 0.375% of
      the next $250 million, 0.350% of the next $500 million, and 0.325% of net
      assets in excess of $2 billion. Under the agreement, when the value of the
      Trust's net assets is less than $1.5 billion, the annual fee payable to the
      Manager shall be reduced by $100,000 based on average net assets computed
      daily and paid monthly at the annual rates.  However, the annual fee cannot
      be less than $0.  The Trust's management fees for its fiscal year ended June
      30, 2004 were 42% of the Trust's average annual net assets.


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

How to Buy Shares

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

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

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

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

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


      If, after the close of the principal market on which a security held by the
Trusts is traded, and before the time the Trusts' securities are priced that day,
an event occurs that the Manager deems likely to cause a material change in the
value of such security, the Trusts' Board of Trustees has authorized the Manager,
subject to the Board's review, to ascertain a fair value for such security.  A
security's valuation may differ depending on the method used for determining value.


HOW MUCH MUST YOU INVEST?  You can open an account with a minimum initial
investment described below, depending on how you buy and pay for your shares.  You
can make additional purchases at any time with as little as $25.  The minimum
investment requirements do not apply to reinvesting distributions from the Trust or
other eligible funds (a list of them appears in the Statement of Additional
Information, or you can ask your broker/dealer or call the Transfer Agent) or
reinvesting distributions from unit investment trusts that have made arrangements
with the Distributor.

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

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


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


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

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

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

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

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

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

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


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


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

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

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

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

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


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


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

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

How to Sell Shares

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

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

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

Certain Requests Require a Signature Guarantee.  To protect you and the Trusts from
      fraud, the following redemption requests for accounts of direct shareholders
      must be in writing and must include a signature guarantee (although there may
      be other situations that also require a signature guarantee):

   o  You wish to redeem more than $100,000 and receive a check.
   o  The redemption check is not payable to all shareholders listed on the account
      statement.
   o  The redemption check is not sent to the address of record on your account
      statement.
   o  Shares are being transferred to an account with a different owner or name.
   o  Shares are being redeemed by someone (such as an Executor) other than the

      owners.

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

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

How Can Direct Shareholders Sell Shares by Mail?  Write a letter of instruction to
      the Transfer Agent that includes:

   o  Your name.
   o  The Trust's name.
   o  Your account number (from your account statement).
   o  The dollar amount or number of shares to be redeemed.
   o  Any special payment instructions.
   o  Any share certificates for the shares you are selling.
   o  The signatures of all registered owners exactly as the account is registered.
   o  Any special documents requested by the Transfer Agent to assure proper

      authorization of the person asking to sell the shares.

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

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

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

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

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

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

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

   Don't use your checks if you changed your account number, until you receive new
      checks.

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

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

How to Exchange Shares

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

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

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

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

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

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

      For tax purposes, exchanges of shares involve a sale of the shares of the
fund you own and a purchase of the shares of the other fund, which may result in a
capital gain or loss.  Since shares of a Trust normally maintain a $1.00 net asset
value, in most cases you should not realize a capital gain or loss when you sell or
exchange your shares.  Please refer to "How to Exchange Shares" in the Statement of
Additional Information for more details.

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

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

   o  Written Exchange Requests.  Complete an Exchange Authorization Form, signed
      by all owners of the account.  Send it to the Transfer Agent at the address
      on the back cover.  Exchanges of shares held under certificates cannot be
      processed unless the Transfer Agent receives the certificates with the
      request.

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

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

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


The interests of the Trust's shareholders and the Trust's ability to manage its
      investments may be adversely affected when its shares are repeatedly
      exchanged over the short term.  When large dollar amounts are involved, the
      Trusts may have difficulty implementing long-term investment strategies,
      because they cannot predict how much cash they will have to invest. Frequent
      exchange activity also may force the Trusts to sell portfolio securities at
      disadvantageous times to raise the cash needed to meet those exchange
      requests. These factors may hurt the Trusts' performances and their
      shareholders. When the Transfer Agent in its discretion believes frequent
      trading by any person, group or account would have a disruptive effect on the
      Trusts' ability to manage their investments, the Transfer Agent and the
      Trusts may reject purchase orders and exchanges into the Trusts.  All
      accounts under common ownership or control within the Centennial or
      Oppenheimer funds complex may be considered by the Transfer Agent, with
      respect to the review of exchanges.  The Transfer Agent might not be able to
      detect frequent exchange activity conducted by the underlying owners of
      shares held in omnibus accounts, and therefore might not be able to
      effectively prevent frequent exchange activity in those accounts.  There is
      no guarantee that the Transfer Agent's controls and procedures will be
      successful to identify investors who engage in excessive trading activity or
      to curtail that activity.


   o  The Trusts may amend, suspend or terminate the exchange privilege at any
      time. The Trusts are currently not obligated to provide notice before
      rejecting an exchange offer.


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


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

Shareholder Account Rules and Policies

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

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

Telephone transaction privileges for purchases, redemptions or exchanges may be
      modified, suspended or terminated by the Trusts at any time.  The Trusts will
      provide you notice whenever they are required to do so by applicable law.  If
      an account has more than one owner, the Trusts and the Transfer Agent may
      rely on the instructions of any one owner.  Telephone privileges apply to
      each owner of the account and the broker/dealer representative of record for
      the account unless the Transfer Agent receives cancellation instructions from
      an owner of the account.

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

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

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

The Transfer Agent may delay processing any type of redemption payment as described
      under "How to Sell Shares" for recently purchased shares, but only until the
      purchase payment has cleared. That delay may be as much as 10 days from the
      date the shares were purchased.  That delay may be avoided if you purchase
      shares by Federal Funds wire or certified check, or arrange with your bank to
      provide telephone or written assurance to the Transfer Agent that your
      purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Trusts if the account
      value has fallen below $250 for reasons other than the fact that the market
      value of shares has dropped. In some cases involuntary redemptions may be
      made to repay the Distributor or Sub-Distributor for losses from the
      cancellation of share purchase orders.

Customer Identification Program.  Federal regulations may require the Trusts to
      obtain your name, your date of birth (for a natural person), your residential
      street address or principal place of business and your Social Security
      number, employer identification number or other government issued
      identification when you open an account. Additional information may be
      required in certain circumstances or to open corporate accounts.  The Trusts
      or the Transfer Agent may use this information to attempt to verify your
      identity.  The Trusts may not be able to establish an account if the
      necessary information is not received.  The Trusts may also place limits on
      account transactions while it is in the process of attempting to verify your
      identity.  Additionally, if the Trusts are unable to verify your identity
      after your account is established, the Trusts may be required to redeem your
      shares and close your account.

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

To avoid sending duplicate copies of materials to households, the Trusts will mail
      only one copy of each prospectus, annual and semi-annual report and annual
      notice of the Trusts' privacy policy to shareholders having the same last
      name and address on the Trusts' records. The consolidation of these mailings,
      called householding, benefits the Trusts through reduced mailing expense.

      If you want to receive multiple copies of these materials, you may call the
      Transfer Agent at 1.800.525.9310. You may also notify the Transfer Agent in
      writing. Individual copies of prospectuses, reports and privacy notices will
      be sent to you commencing within 30 days after the Transfer Agent receives
      your request to stop householding.


Dividends, Capital Gains and Taxes

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

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

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

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

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

TAXES.

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

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

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

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

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

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

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






Financial Highlights


The Financial Highlights Table is presented to help you understand the Trust's
financial performance for the past five fiscal years.  Certain information reflects
financial results for a single Trust share.  The total returns in the table
represents the rate that an investor would have earned (or lost) on an investment
in the Trust (assuming reinvestment of all dividends and distributions).  This
information has been audited by Deloitte & Touche LLP, the Trust's independent
registered public accounting firm, whose report, along with the Trust's financial
statements, are included in the Statement of Additional Information, which is
available on request.

FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------

YEAR ENDED JUNE 30,                               2004          2003          2002          2001          2000
- ------------------------------------------------------------------------------------------------------------------

 PER SHARE OPERATING DATA

 Net asset value, beginning of period            $ 1.00        $ 1.00        $ 1.00         $  1.00       $ 1.00
- ------------------------------------------------------------------------------------------------------------------
 Income from investment operations--net
 investment income and net realized gain             -- 1         .01           .02             .05          .05
- ------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                -- 1        (.01)         (.02)           (.05)        (.05)
 Distributions from net realized gain                --            --            -- 1            --           --
                                                ------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     -- 1        (.01)         (.02)           (.05)        (.05)
- ------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                   $1.00         $1.00         $1.00           $1.00        $1.00
                                                ==================================================================

- ------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN 2                                    0.48%         1.15%         1.92%           5.29%        5.07%

- ------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in millions)         $1,428        $1,776        $1,548          $1,458       $1,192
- ------------------------------------------------------------------------------------------------------------------
 Average net assets (in millions)                $1,628        $1,744        $1,585          $1,367       $1,244
 -----------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                             0.49%         1.14%         1.90%           5.13%        4.92%
 Total expenses                                    0.71%         0.70%         0.71%           0.73%        0.74%
 Expenses after payments and waivers
 and reduction to custodian expenses               0.60%         0.38%         0.63%            N/A 4        N/A 4

1. Less than $0.005 per share. 2. Assumes an 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. Total returns are not annualized for periods less than one year. Returns do not reflect the deduction of taxes that a shareholder would pay on Trust distributions or the redemption of Trust shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES

For More Information on Centennial Government Trust

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

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

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

How to Get More Information


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


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

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

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

                                             The Trust's shares are distributed by:
The Trust's SEC File No.: 811-3391           Centennial Asset Management Corporation

PR0170.001.0804
Printed on recycled paper







APPENDIX TO THE PROSPECTUS OF
CENTENNIAL GOVERNMENT TRUST

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

      Bar chart will be included in the Prospectus of the Trust depicting the
annual total returns of a hypothetical investment in shares of the Trust for the
past 10 full calendar years.  Set forth below are the relevant data points that
will appear on the bar chart.

- --------------------------------------------------------------------
Calendar Year Ended:             Annual Total Returns
- --------------------------------------------------------------------
- --------------------------------------------------------------------

- --------------------------------------------------------------------
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12/31/94                         3.71%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/95                         5.26%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/96                         4.72%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/97                         4.86%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/98                         4.84%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/99                         4.43%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/00                         5.71%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/01                         3.54%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
12/31/02                         1.35%
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12/31/03                         0.77%

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Centennial Government Trust
- ------------------------------------------------------------------------------

6803 South Tucson Way, Centennial, Colorado 80112
1.800.525.9310


Statement of Additional Information dated August 27, 2004

      This Statement of Additional Information is not a prospectus.  This
document contains additional information about the Trust and supplements
information in the Prospectus dated August 27, 2004.  It should be read
together with the Prospectus, which may be obtained by writing to the Trust's
Transfer Agent, Shareholder Services, Inc., at P.O. Box 5143, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above.


Contents

Page
About the Trust

Additional Information about the Trust's Investment Policies and Risks........
     The Trust's Investment Policies..........................................
     Other Investment Strategies..............................................
     Other Investment Restrictions............................................

How the Trust is Managed......................................................
     Organization and History.................................................
     Board of Trustees and Oversight Committees...............................
     Trustees and Officers of the Trust.......................................
     The Manager..............................................................
Service Plan..................................................................
Performance of the Trust......................................................

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

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

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









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ABOUT THE TRUST
- ------------------------------------------------------------------------------

Additional Information About the Trust's Investment Policies and Risks

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

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

      The Trust's objective is to seek a high level of current income
consistent with preservation of capital and the maintenance of liquidity.
The Trust will not make investments with the objective of seeking capital
growth.  However, the value of the securities held by the Trust may be
affected by changes in general interest rates.  Because the current value of
debt securities varies inversely with changes in prevailing interest rates,
if interest rates increase after a security is purchased, that security would
normally decline in value.  Conversely, if interest rates decrease after a
security is purchased, its value would rise.  However, those fluctuations in
value will not generally result in realized gains or losses to the Trust
since the Trust does not usually intend to dispose of securities prior to
their maturity.  A debt security held to maturity is redeemable by its issuer
at full principal value plus accrued interest.

      The Trust may sell securities prior to their maturity, to attempt to
take advantage of short-term market variations, or because of a revised
credit evaluation of the issuer or other considerations. The Trust may also
do so to generate cash to satisfy redemptions of Trust shares.  In such
cases, the Trust may realize a capital gain or loss on the security.

Ratings of Securities - Portfolio Quality, Maturity and Diversification.
Under Rule 2a-7 of the Investment Company Act of 1940 ("Investment Company
Act"), the Trust uses the amortized cost method to value its portfolio
securities to determine the Trust's net asset value per share.  Rule 2a-7
imposes requirements for the maturity, quality and diversification of the
securities which the Trust buys.  The Trust may purchase only those
securities that the Manager, under procedures approved by the Board of
Trustees, has determined have minimal credit risk and, as such, are "eligible
securities."

|X|   Quality.  Eligible securities are securities that have received a
rating in one of the two highest short-term rating categories by a rating
organization.  Rating organizations are designated by the SEC.  Eligible
securities may be "first tier" or "second tier" securities.  First tier
securities are those that have received a rating in the highest category for
short term debt obligations by at least two rating organizations.  If only
one rating organization has rated the security, it must be rated in the
highest category for that rating organization.  U.S. government securities
and securities issued by a registered money market mutual fund are also first
tier securities.

      The Trust may also buy unrated securities that the Manager determines
are comparable in quality to a first or second tier security by applying
certain criteria established by the Board to determine its creditworthiness.
These criteria require a high quality short term or long-term rating
(depending on the security) from a rating organization.  Unrated securities
the Trust may buy include asset backed securities and securities subject to
"demand features" or "guarantees."

      The Trust may purchase a security subject to a guarantee if the
guarantee is an eligible security or a first tier security. The trust may
also purchase a security subject to a "conditional" demand feature if the
demand feature is an eligible security and the Manager has decided that the
conditional demand feature meets the requirements imposed by Rule 2a-7.

      If a security's rating is downgraded, the Manager or the Board of
Trustees may have to reassess the security's credit risk.  If a security is
downgraded, the Manager or the Board of Trustees will promptly reassess
whether the security continues to present minimal credit risk, reassess the
status of the security as an "eligible security," and take such actions as is
appropriate. If the Trust disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board of
Trustees with subsequent notice of such downgrade.  If a security is in
default, or ceases to be an eligible security, or is determined no longer to
present minimal credit risks, the Board of Trustees must determine whether it
would be in the best interests of the Trust to dispose of the security.

|X|   Diversification.  The Trust cannot invest more than 5% of its total
assets in securities issued by one issuer other than securities issued or
guaranteed by the U.S. government.  The Trust also cannot invest more than 1%
of its total assets or $1.0 million, whichever is greater, in second tier
securities of one issuer.  For diversification purposes, the Trust is
considered to have purchased the security underlying a repurchase agreement
if the repurchase agreement is fully collateralized.  If the Trust buys an
asset backed security, the issuer of the security is deemed to be the
"special purpose" entity which issued the security.  A special purpose entity
is an entity which is organized solely for the purpose of issuing asset
backed securities.  If the asset backed securities issued by the special
purpose entity include the obligations of another person or another special
purpose entity and those obligations amount to 10% or more of the asset
backed securities the Trust buys, that other person or entity is considered
to be the issuer of a pro rata percentage of the asset backed security.

      The Trust may buy a security subject to a demand feature or guarantee.
In this case, with respect to 75% of its total assets, the Trust may not
invest more than 10% of its total assets in securities issued by or subject
to demand features or guarantees issued by the same issuer.  If the demand
feature or guarantee is a second tier security, the Trust may not invest more
than 5% of its total assets in securities subject to demand features or
guarantees from the same issuer.  And, the Trust may not invest more than 10%
of its total assets in securities issued by or subject to demand features or
guarantees from the same issuer.  However, if the demand feature or guarantee
is issued by a person who is a non-controlled person, the Trust does not have
to limit its investments to no more than 10% of its total assets in
securities issued by or subject to demand features or guarantees from the
same issuer.

|X|   Maturity.  The Trust must maintain a dollar-weighted average portfolio
maturity of not more than 90 days, and the maturity of any single security
must not be in excess the maximum permitted maturity under Rule 2a-7 (or any
other applicable rule) which is currently 397 days from the date of
purchase.  The Trust also may buy adjustable and floating rate securities,
enter into repurchase agreements and lend portfolio securities.  Rule 2a-7
defines how the maturities of these securities are determined.

|X|   Demand Features and Guarantees.  Demand features and guarantees and
some of their uses are described in the Prospectus.  The Trust also uses
demand features and guarantees to satisfy the maturity, quality and
diversification requirements described above.  The Trust considers the person
which issues the demand feature as the person to whom the Trust will look for
payment.  An unconditional demand feature is considered a guarantee and the
Trust looks to the person making the guarantee for payment of the obligation
of the underlying security.

      When the Trust buys municipal securities, it may obtain a demand
feature from the seller to repurchase the securities that entitles the Trust
to achieve same day settlement from the repurchaser and to receive an
exercise price equal to the amortized cost of the underlying security plus
accrued interest, if any, at the time of exercise.  Another type of demand
feature purchased in conjunction with a Municipal Security enables the Trust
to sell the underlying security within a specified period of time at a fixed
exercise price.  The Trust may pay for demand features either separately in
cash or by paying a higher price for the securities acquired subject to the
demand features.  The Trust will enter into these transactions only with
banks and dealers which, in the Manager's opinion, present minimal credit
risks.  The Trust's purchases of demand features are subject to the
provisions of Rule 2a-7 under the Investment Company Act because the Trust
uses the amortized cost method to value its portfolio securities.

      The Trust's ability to exercise a demand feature or guarantee will
depend on the ability of the bank or dealer to pay for the securities if the
demand feature or guarantee is exercised.  If the bank or dealer should
default on its obligation, the Trust might not be able to recover all or a
portion of any loss sustained from having to sell the security elsewhere.
Demand features and guarantees are not transferable by the Trust, and
therefore terminate if the Trust sells the underlying security to a third
party.  The Trust intends to enter into these arrangements to facilitate
portfolio liquidity, although such arrangements may enable the Trust to sell
a security at a pre-arranged price which may be higher than the prevailing
market price at the time the demand feature or guarantee is exercised. Any
considerations paid by the Trust for the demand feature (which increases the
cost of the security and reduces the yield otherwise available for the
security) will be reflected on the Trust's books as unrealized depreciation
while the demand feature or guarantee is held, and a realized gain or loss
when demand feature is exercised or expires.

      |X|   U.S. Government Securities.  U.S. government securities are
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities.  They include Treasury Bills (which mature within one year
of the date they are issued) and Treasury Notes and Bonds (which are issued
with longer maturities).  All Treasury securities are backed by the full
faith and credit of the United States.

      U.S. government agencies and instrumentalities that issue or guarantee
securities include, but are not limited to, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Bank for Cooperatives, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate
Credit Banks, Federal Land Banks, Maritime Administration, the Tennessee
Valley Authority and the District of Columbia Armory Board.

      Securities issued or guaranteed by U.S. government agencies and
instrumentalities are not always backed by the full faith and credit of the
United States.  Some, such as securities issued by the Federal National
Mortgage Association ("Fannie Mae"), are backed by the right of the agency or
instrumentality to borrow from the Treasury.  Others, such as securities
issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), are
supported only by the credit of the instrumentality and not by the Treasury.
If the securities are not backed by the full faith and credit of the United
States, the purchaser must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States if the issuing agency or instrumentality does not meet its
commitment.  The Trust will invest in U.S. government securities of such
agencies and instrumentalities only when the Manager is satisfied that the
credit risk with respect to such instrumentality is minimal and that the
security is an Eligible Security.

      |X|   Repurchase Agreements.  In a repurchase transaction, the Trust
acquires a security from, and simultaneously resells it to, an approved
vendor for delivery on an agreed-upon future date.  The resale price exceeds
the purchase price by an amount that reflects an agreed-upon interest rate
effective for the period during which the repurchase agreement is in effect.
An "approved vendor" may be a U.S. commercial bank or the U.S. branch of a
foreign bank having total domestic assets of at least $1 billion, or a
broker-dealer with a net capital of $50 million which has been designated a
primary dealer in government securities. . They must meet credit requirements
set by the Manager from time to time.

      The majority of these transactions run from day to day, and delivery
pursuant to the resale typically will occur within one to five days of the
purchase.  The Trust will not enter into a repurchase agreement that will
cause more than 10% of its net assets to be subject to repurchase agreements
maturing in more than seven days.

      Repurchase agreements are considered "loans" under the Investment
Company Act, collateralized by the underlying security.  The Trust's
repurchase agreements require that at all times while the repurchase
agreement is in effect, the collateral's value must equal or exceed the
repurchase price to fully collateralize the repayment obligation.
Additionally, the Manager will monitor the vendor's creditworthiness to
confirm that the vendor is financially sound and will continuously monitor
the collateral's value.  However, if the vendor fails to pay the resale price
on the delivery date, the Trust may incur costs in disposing of the
collateral and may experience losses if there is any delay in its ability to
do so.

      Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission, the Trust, along with other affiliated entities managed by the
Manager, may transfer uninvested cash balances into one or more joint
repurchase accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities that are
pledged as collateral for repurchase agreements are held by a custodian bank
until the agreements mature. Each joint repurchase arrangement requires that
the market value of the collateral be sufficient to cover payments of
interest and principal; however, in the event of default by the other party
to the agreement, retention or sale of the collateral may be subject to legal
proceedings.

Other Investment Strategies

|X|   Floating Rate/Variable Rate Obligations.  The Trust may invest in
instruments with floating or variable interest rates.  The interest rate on a
floating rate obligation is based on a stated prevailing market rate, such as
a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return
on commercial paper or bank certificates of deposit, or some other standard.
The rate on the investment is adjusted automatically each time the market
rate is adjusted.  The interest rate on a variable rate obligation is also
based on a stated prevailing market rate but is adjusted automatically at a
specified interval.  Some variable rate or floating rate obligations in which
the Trust may invest have a demand feature entitling the holder to demand
payment of an amount approximately equal to the amortized cost of the
instrument or the principal amount of the instrument plus accrued interest at
any time, or at specified intervals not exceeding the maximum time permitted
under Rule 2a-7 (which is currently 397 days).  These notes may or may not be
backed by bank letters of credit.

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

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

|X|   Loans of Portfolio Securities.  To attempt to increase its income, the
Trust may lend its portfolio securities to brokers, dealers and other
financial institutions.  These loans are limited to not more than 25% of the
value of the Trust's total assets and are subject to other conditions
described below. The Trust will not enter into any securities lending
agreements having a maturity of greater than the maximum time permitted under
Rule 2a-7. The Trust presently does not intend to lend its portfolio
securities, but if it does the value of securities loaned will not exceed 5%
of the value of the Trust's total assets in the coming year. There are some
risks in lending securities.  The Trust could experience a delay in receiving
additional collateral to secure a loan, or a delay in recovering the loaned
securities.

      The Trust may receive collateral for a loan. Any securities received as
collateral for a loan must mature in twelve months or less.  Under current
applicable regulatory requirements (which are subject to change), on each
business day the loan collateral must be at least equal to the market value
of the loaned securities.  The collateral must consist of cash, bank letters
of credit, U.S. government securities or other cash equivalents in which the
Trust is permitted to invest.  To be acceptable as collateral, letters of
credit must obligate a bank to pay amounts demanded by the Trust if the
demand meets the terms of the letter.  Such terms and the issuing bank must
be satisfactory to the Trust.

      When it lends securities, the Trust receives from the borrower an
amount equal to the interest paid or the dividends declared on the loaned
securities during the term of the loan.  It may also receive negotiated loan
fees and the interest on the collateral securities, less any finders',
custodian, administrative or other fees the Trust pays in connection with the
loan.  The Trust may share the interest it receives on the collateral
securities with the borrower as long as it realizes at least a minimum amount
of interest required by the lending guidelines established by its Board of
Trustees.

      The Trust will not lend its portfolio securities to any officer,
Trustee, employee or affiliate of the Trust or its Manager.  The terms of the
Trust's loans must meet certain tests under the Internal Revenue Code and
permit the Trust to reacquire loaned securities on five business days notice
or in time to vote on any important matter.

|X|   Bank Loan Participation Agreements.  The Fund may invest in bank loan
participation agreements, subject to the investment limitation set forth in
the Prospectus as to investments in illiquid securities.  Participation
agreements provide an undivided interest in a loan made by the bank issuing
the participation interest in the proportion that the buyer's investment
bears to the total principal amount of the loan.  Under this type of
arrangement, the issuing bank may have no obligation to the buyer other than
to pay principal and interest on the loan if and when received by the bank.
Thus, the Trust must look to the creditworthiness of the borrower, which is
obligated to make payments of principal and interest on the loan.  If the
borrower fails to pay scheduled principal or interest payments, the Trust may
experience a reduction in income.


Other Investment Restrictions


      |X|   What Are "Fundamental Policies?" Fundamental policies are those
policies that the Trust has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Trust's outstanding voting
securities.  Under the Investment Company Act, a "majority" vote is defined
as the vote of the holders of the lesser of:
o     67% or more of the shares present or represented by proxy at a
            shareholder meeting, if the holders of more than 50% of the
            outstanding shares are present or represented by proxy, or
o     more than 50% of the outstanding shares.

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

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

o     The Trust cannot enter into repurchase agreements maturing in more than
            seven days or purchase securities which are restricted as to
            resale or for which market quotations are not readily available,
            if any such investment would cause more than 10% of the Trust's
            assets to be invested in such securities.

o     The Trust cannot borrow money in excess of 10% of the value of its
            total assets, and then only as a temporary measure for
            extraordinary or emergency purposes; provided that the Trust will
            not make any investment at a time during which such borrowing
            exceeds 5% of the value of its assets; no assets of the Trust may
            be pledged, mortgaged or assigned to secure a debt.

o     The Trust cannot make loans, except through (i) the purchase of debt
            securities listed in the Prospectus under "Investment Objective
            and Policies," (ii) the purchase of such debt securities subject
            to repurchase agreements, or (iii) loans of securities as
            described under "Other Investment Strategies - Loans of Portfolio
            Securities," in this Statement of Additional Information.

o     The Trust cannot invest in commodities or commodity contracts or invest
            in interests in oil, gas or other mineral exploration or
            development programs.

o     The Trust cannot invest in real estate.

o     The Trust cannot purchase securities on margin or make short sales of
            securities.

o     The Trust cannot invest in or hold securities of any issuer if those
            officers and Trustees of the Trust or its advisor who
            beneficially own individually more than 0.5% of the securities of
            such issuer together own more than 5% of the securities of such
            issuer.

o     The Trust cannot underwrite securities of other companies.

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

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

o     The Trust cannot invest in any debt instrument having a remaining
            maturity in excess of the maturity limitation in Rule 2a-7 of the
            Investment Company Act, as it may be amended from time to time,
            or any other applicable rule, unless it is a debt instrument that
            is (1) subject to a repurchase agreement, (2) called for
            redemption, or (3) purchased subject to a demand feature such
            that the security is due and payable within the remaining
            maturity limitation in Rule 2a-7.

            The Trust cannot concentrate investments in any particular
            industry. Therefore the Trust will not purchase the securities of
            issuers in any one industry if as a result of that purchase 25%
            or more of the value of the Trust's total assets would consist of
            securities of issuers in that industry. The Trust's investments
            in U.S. government securities and bank obligations located in the
            United States (other than obligations of foreign branches of
            domestic banks and obligations issued or guaranteed by foreign
            banks) are not subject to this limitation.








How the Trust is Managed

Organization and History.  The Trust is an open-end, diversified management
investment company organized as a Massachusetts business trust in 1981, with
an unlimited number of authorized shares of beneficial interest.

|X|   Classes  of  Shares.  The Trust  has a single  class of shares of stock.
While  that class has no  designation,  it is deemed to be the  equivalent  of
Class A for purposes of the shareholder  account  policies that apply to Class
A shares of the Oppenheimer funds.

      Shares of the Trust are freely transferable.  Each share has one vote
at shareholder meetings, with fractional shares voting proportionally on
matters submitted to a vote of shareholders.  There are no preemptive or
conversion rights and shares participate equally in the assets of the Trust
upon liquidation.

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

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

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







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

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


      The Board of Trustees has an Audit Committee, a Review Committee and a
Governance Committee.  The Audit Committee is comprised solely of Independent
Trustees.  The members of the Audit Committee are Edward L. Cameron
(Chairman), George C. Bowen, Robert J. Malone and F. William Marshall, Jr.
The Audit Committee held six meetings during the fiscal year ended June 30,
2004. The Audit Committee furnishes the Board with recommendations regarding
the selection of the Trust's independent auditors. Other main functions of
the Audit Committee include, but are not limited to: (i) reviewing the scope
and results of financial statement audits and the audit fees charged; (ii)
reviewing reports from the Trust's independent auditors regarding the Trust's
internal accounting procedures and controls;  (iii) review reports from the
Manager's Internal Audit Department; (iv) maintaining a separate line of
communication between the Trust's independent auditors and its Independent
Trustees; and (v) exercise all other functions outlined in the Audit
Committee Charter, including but not limited to reviewing the independence of
the Trust's independent auditors and the pre-approval of the performance by
the Trust's independent auditors of any non-audit service, including tax
service, for the Trust that is not prohibited by the Sarbanes-Oxley Act.


      The Audit Committee's functions include selecting and nominating, to
the full Board, nominees for election as Trustees, and selecting and
nominating Independent Trustees for election.  The Audit Committee may, but
need not, consider the advice and recommendation of the Manager and its
affiliates in selecting nominees. The full Board elects new trustees except
for those instances when a shareholder vote is required.


      To date, the Committee has been able to identify from its own resources
an ample number of qualified candidates.  Nonetheless, shareholders may
submit names of individuals, accompanied by complete and properly supported
resumes, for the Audit Committee's consideration by mailing such information
to the Committee in care of the Trust.  The Committee may consider such
persons at such time as it meets to consider possible nominees.  The
Committee, however, reserves sole discretion to determine the candidates to
present to the Board and/or shareholders when it meets for the purpose of
considering potential nominees.

      The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Richard F. Grabish, Sam Freedman and Beverly Hamilton.  The
Review Committee held six meetings during the fiscal year ended June 30,
2004. Among other functions, the Review Committee reviews reports and makes
recommendations to the Board concerning the fees paid to the Trust's transfer
agent and the services provided to the Trust by the transfer agent.  The
Review Committee also reviews the Trust's investment performance and policies
and procedures adopted by the Trust to comply with Investment Company Act and
other applicable law.

The members of the Governance Committee are Robert Malone (Chairman), William
Armstrong, Beverly Hamilton and F. William Marshall, Jr. The Governance
Committee was established in August 2004 and did not hold any meetings during
the Fund's fiscal year ended June 30, 2004. The Governance Committee is
expected to review general governance matters.




Trustees and Officers of the Trust. Except for Messrs. Murphy and Grabish,
each of the Trustees is an "Independent Trustees," as under the Investment
Company Act. Mr. Murphy is an "Interested Trustee," because he is affiliated
with OppenheimerFunds, Inc. by virtue of his positions as an officer and
director of OppenheimerFunds, Inc., and as a shareholder of its parent
company. Mr. Murphy was elected as a Trustee of the Trust with the
understanding that in the event he ceases to be the chief executive officer
of OppenheimerFunds, Inc., he will resign as a trustee of the Trust and the
other Board II Funds (defined below) for which he is a trustee or director.
Mr. Grabish is an "Interested Trustee" because he is affiliated with the
Manager by virtue of his positions with A.G. Edwards & Sons, Inc. and its
affiliates (as described in his biography below), which is a partial owner of
the Manager's parent company.

      The Trust's Trustees and officers and their positions held with the
Trust and length of service in such position(s) and their principal
occupations and business affiliations during the past five years are listed
in the chart below. The information for the Trustees also includes the dollar
range of shares of the Trust as well as the aggregate dollar range of shares
of the Oppenheimer/Centennial funds beneficially owned by the Trustees. All
of the Trustees are also trustees or directors of the following
Oppenheimer/Centennial funds. However, Mr. Grabish is only a Trustee/Managing
General Partner of the Centennial Government Trust, Centennial California Tax
Exempt Trust, Centennial Money Market Trust, Centennial New York Tax Exempt
Trust, Centennial Tax Exempt Trust and Centennial America Fund, L.P. Ms.
Hamilton and Mr. Malone are not Trustees of the Oppenheimer Senior Floating
Rate Fund. (referred to as "Board II Funds"):

 Oppenheimer Cash Reserves                 Oppenheimer    Principal   Protected
                                           Trust II
 Oppenheimer Champion Income Fund          Oppenheimer Real Asset Fund
                                           Oppenheimer   Senior  Floating  Rate

 Oppenheimer Capital Income Fund           Fund

 Oppenheimer Equity Fund, Inc.             Oppenheimer Strategic Income Fund
 Oppenheimer High Yield Fund               Oppenheimer Variable Account Funds
 Oppenheimer International Bond Fund       Panorama Series Fund, Inc.
Oppenheimer Integrity Funds

 Oppenheimer Limited-Term Government Fund  Centennial America Fund, L. P.
                                           Centennial   California  Tax  Exempt
 Oppenheimer Main Street Funds, Inc.       Trust
 Oppenheimer Main Street Opportunity Fund  Centennial Government Trust
 Oppenheimer Main Street Small Cap Fund    Centennial Money Market Trust
 Oppenheimer Municipal Fund                Centennial New York Tax Exempt Trust
 Oppenheimer Principal Protected Trust     Centennial Tax Exempt Trust
                                                                                -----

      Present    or   former    officers,
directors,  trustees and  employees  (and
their  immediate  family  members) of the
Trust,  the Manager  and its  affiliates,
and retirement plans  established by them
for  their  employees  are  permitted  to
purchase  Class A shares of the Trust and
the other  Oppenheimer funds at net asset
value  without  sales  charge.  The sales
charges  on Class A shares is waived  for
that group  because of the  economies  of
sales    efforts    realized    by    the
Distributor.


      Messrs. Murphy, Petersen, Pisapia,
Vandehey, Vottiero, Weiss, Wixted and
Zack, and Mses. Bloomberg, Ives, Lee and
Wolf, who are officers of the Trust,
respectively hold the same offices with
one or more of the other Board II Funds
as with the Trust. As of July 30, 2004,
the Trustees and officers of the Trust,
as a group, owned of record or
beneficially less than 1% of the shares
of the Trust. The foregoing statement
does not reflect ownership of shares
held of record by an employee benefit
plan for employees of the Manager, other
than the shares beneficially owned under
that plan by the officers of the Trust
listed above. In addition, each
Independent Trustee, and his family
members, do not own securities of either
the Manager, Distributor or
Sub-Distributor of the Board II Funds or
any person directly or indirectly
controlling, controlled by or under
common control with the Manager,
Distributor or Sub-Distributor.


      The address of each Trustee in the
charts below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each Trustee
serves for an indefinite term, until his
or her resignation, retirement, death or
removal.
          Independent Trustees
                                                                                -----
- -------------------------------------------------------------------------------------
Name,              Principal   Occupation(s)  During  Past  5 Dollar      Aggregate
                                                                           Dollar
                                                                          Range of
                                                                         y Shares
                                                                         Beneficially
                                                                          Owned in
                                                              Range of   any of the
Position(s) Held                                              Shares     Oppenheimer/Centennial
with the Trust,    Years /  Other  Trusteeships/Directorships Beneficiall   Funds
Length of Service, Held by Trustee / Number of  Portfolios in Owned in    Overseen
Age                Fund Complex Currently Overseen by Trustee the Trust  by Trustee
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
                                                                As of December 31,

                                                                       2003

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

James C. Swain,    Chairman of the following private             None       Over
Chairman and       mortgage banking companies: Cherry Creek
Trustee since 2003 Mortgage Company (since 1991), Centennial
Age: 67            State Mortgage Company (since 1994), The
                   El Paso Mortgage Company (since 1993),
                   Transland Financial Services, Inc. (since
                   1997); Chairman of the following private
                   companies: Great Frontier Insurance
                   (insurance agency) (since 1995),
                   Ambassador Media Corporation and Broadway
                   Ventures (since 1984); a director of the
                   following public companies: Helmerich &
                   Payne, Inc. (oil and gas
                   drilling/production company) (since 1992)
                   and UNUMProvident (insurance company)
                   (since 1991). Mr. Armstrong is also a
                   Director/Trustee of Campus Crusade for
                   Christ and the Bradley Foundation.
                   Formerly a director of the following:
                   Storage Technology Corporation (a
                   publicly-held computer equipment company)
                   (1991-February 2003), and International
                   Family Entertainment (television                       $100,000
                   channel)(1992-1997) Frontier Real Estate,
                   Inc. (residential real estate brokerage)
                   (1994-1999), and Frontier Title (title
                   insurance agency) (1995-June 1999); a
                   U.S. Senator (January 1979-January 1991).
                   Oversees 38 portfolios in the
                   OppenheimerFunds complex.

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

Robert G. Avis,    Formerly,  Director and  President of A.G.    None       Over
Trustee since 2001 Edwards Capital,  Inc. (General Partner of
Age: 73            private  equity  funds)  (until   February
                   2001);   Chairman,   President  and  Chief
                   Executive    Officer   of   A.G.   Edwards
                   Capital,  Inc.  (until March  2000);  Vice
                   Chairman  and  Director  of A.G.  Edwards,
                   Inc. and Vice  Chairman of A.G.  Edwards &
                   Sons,   Inc.   (its   brokerage    company
                   subsidiary)  (until March 1999);  Chairman
                   of A.G.  Edwards  Trust Company and A.G.E.
                   Asset  Management   (investment   advisor)
                   (until March 1999);  and a Director (until
                   March  2000)  of A.G.  Edwards  & Sons and             $100,000
                   A.G.  Edwards Trust  Company.  Oversees 38
                   portfolios    in   the    OppenheimerFunds
                   complex.

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

Robert G. Avis,    Formerly Assistant Secretary and a
Trustee since 1990 director (December 1991-April 1999) of
Age: 67            the Manager; President, Treasurer and a
                   director (June 1989-April 1999) of
                   Centennial Capital Corporation; Chief
                   Executive Officer and a director of
                   MultiSource Services, Inc. (March                        Over
                   1996-April 1999). Until April 1999 Mr.        None     $100,000
                   Bowen held several positions in
                   subsidiary or affiliated companies of
                   OppenheimerFunds, Inc. of which the
                   Manager is a subsidiary. Oversees 38
                   portfolios in the OppenheimerFunds
                   complex.

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

George C. Bowen,   A member of The Life Guard of Mount
Trustee since 2001 Vernon, George Washington's home (since
Age: 66            June 2000). Formerly (March 2001 - May
                   2002) Director of Genetic ID, Inc. and
                   its subsidiaries (a privately held
                   biotech company); a partner with
                   PricewaterhouseCoopers LLP (from              None       Over
                   1974-1999) (an accounting firm) and                    $100,000
                   Chairman (from 1994-1998), Price
                   Waterhouse LLP Global Investment
                   Management Industry Services Group.
                   Oversees 38 portfolios in the
                   OppenheimerFunds complex.

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

Jon S. Fossel,     Chairman and Director (since 1998) of         None       Over
Trustee since 2001 Rocky Mountain Elk Foundation (a
Age: 62            not-for-profit foundation); a director
                   (since 1997 of Putnam Lovell Finance
                   (finance company); a director (since June
                   2002) of UNUMProvident (an insurance
                   company) (since June 2002). and Mr.
                   Fossel (until October 1996) held several
                   positions in the subsidiary or affiliated
                   companies of Oppenheimer Funds, Inc.                   $100,000
                   Oversees 38 portfolios in the
                   OppenheimerFunds complex.

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

Sam Freedman,      Director of Colorado Uplift (a non-profit     None       Over
Trustee since 1990 foundation); and a director of P.R.
Age: 63            Pharmaceuticals (a privately held several
                   positions in subsidiary or affiliated
                   companies of OppenheimerFunds, Inc.
                   Oversees 38 portfolios in the                          $100,000
                   OppenheimerFunds complex.

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

Beverly L.         Trustee of Monterey International Studies     None    $10,001-$50,000
Hamilton, Trustee  (an educational organization) (since
since 2002         February 2000); a director of The
Age: 57            California Endowment (a philanthropic
                   organization) (since April 2002) and of
                   Community Hospital of Monterey Peninsula
                   (educational organization) (since
                   February 2002); a director of America
                   Funds Emerging Markets Growth Fund (since
                   October 1991) (an investment company); an
                   advisor to Credit Suisse First Boston's
                   Sprout venture capital unit. Mrs.
                   Hamilton also is a member of the
                   investment committees of the Rockefeller
                   Foundation and of the University of
                   Michigan. Formerly, Trustee of MassMutual
                   Institutional Funds (open-end investment
                   company) (1996-May 2004); a director of
                   MML Series Investment Fund (April
                   1989-May 2004) and MML Services (April
                   1987-May 2004) (investment companies);
                   member of the investment committee
                   (2000-2003) of Hartford Hospital; an
                   advisor (2000-2003) to Unilever
                   (Holland)'s pension fund; and President
                   (February 1991-April 2000) of ARCO
                   Investment Management Company. Oversees
                   37 portfolios in the OppenheimerFunds
                   complex.

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

Robert J. Malone,  Chairman, Chief Executive Officer and         None       Over
- ----------------
Trustee since 2002 director of Steele Street State Bank (a
Age: 59            commercial banking entity) (since August
                   2003), Colorado UpLIFT (a non-profit
                   organization) (since 1986); a trustee
                   (since 2000) of the Gallagher Family
                   Foundation (non-profit organization).
                   Formerly a director of Jones Knowledge,
                   Inc. (a privately held company)
                   (2001-July 2004), and U.S. Exploration,
                   Inc. (oil and gas exploration)
                   (1997-February 2004), Chairman of U.S.
                   Bank-Colorado (a subsidiary of U.S.
                   Bancorp and formerly Colorado National                 $100,000
                   Bank,) (July 1996-April 1999) and a
                   director of Commercial Assets, Inc. (a
                   REIT) (1993-2000). . Oversees 37
                   portfolios in the OppenheimerFunds complex

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

F. William         Trustee of MassMutual Institutional Funds     None       Over
Marshall, Jr.,     (since 1996) and MML Series Investment
Trustee since 2001 Fund (since 1987) (both open-end
Age: 62            investment companies) and the Springfield
                   Library and Museum Association (since
                   1995) (museums) and the Community Music
                   School of Springfield (music school)
                   (since 1996); Trustee (since 1987),
                   Chairman of the Board (since 2003) and
                   Chairman of the investment committee
                   (since 1994) for the Worcester Polytech
                   Institute (private university); and
                   President and Treasurer (since January
                   1999) of the SIS Fund (a private not for
                   profit charitable fund). Formerly, member
                   of the investment committee of the
                   Community Foundation of Western
                   Massachusetts (1998 - 2003); Chairman
                   (January 1999-July 1999) of SIS & Family
                   Bank, F.S.B. (formerly SIS Bank)                       $100,000
                   (commercial bank); and Executive Vice
                   President (January 1999-July 1999) of
                   Peoples Heritage Financial Group, Inc.
                   (commercial bank). Oversees 38 portfolios
                   in the OppenheimerFunds complex.

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

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








      The address of Mr. Grabish in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Mr. Grabish serves for an indefinite term, until
his resignation, retirement, death or removal.

                              Interested Trustee

- ---------------------------------------------------------------------------------
Name,           Principal Occupation(s) During Past 5      Dollar     Aggregate
                                                                       Dollar
                                                                      Range of
                                                                     lyShares
                                                                     Beneficially
Position(s)                                                           Owned in
Held with the                                              Range of  any of the
Trust,                                                     Shares    Oppenheimer/Centennial
Length of       Years / Other Trusteeships/Directorships   Beneficial   Funds
Service,        Held by Trustee / Number of Portfolios in  Owned in   Overseen
Age             Fund Complex Currently Overseen by Trustee the Trust by Trustee
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
                                                            As of December 31,

                                                                   2003

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

Richard F.      Senior Vice President, Assistant Director    None     $50,001 -
Grabish,        of Sales and Marketing (since March                   $100,000
Trustee since   1997), and Manager of Private Client
2001            Services (since June 1985) for A.G.
Age: 55         Edwards & Sons, Inc. (broker/dealer and

                investment firm). Chairman and Chief
                Executive Officer (since March 2001) of
                A.G. Edwards Trust Company; Director
                (since March 1988) of A.G. Edwards &
                Sons, Inc. Formerly (until March 1987)
                President and Vice Chairman of A.G.
                Edwards Trust Company. Oversees 6
                portfolios in the OppenheimerFunds
                complex.
- ---------------------------------------------------------------------------------









      The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008. Mr. Murphy
serves for an indefinite term, until his resignation, death or removal.


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

                           Interested Trustee and Officer

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

Name,              Principal Occupation(s) During Past 5      Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                   Years;                                     Range of   Beneficially
Position(s) Held   Other Trusteeships/Directorships Held by   Shares     Owned in
with Trust,        Trustee;                                   BeneficiallAny of the
Length of Service, Number of Portfolios in Fund Complex       Owned in   Oppenheimer
Age                Currently Overseen by Trustee              the Trust  Funds

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

                                                                As of December 31,
                                                                       2003

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

John V. Murphy,    Director (since November 2001) of the         None    Over
President          Manager; Chairman, Chief Executive
Since 2001and      Officer and director (since June 2001)
Trustee since 2003 and President (since September 2000) of
Age: 54            OppenheimerFunds, Inc.; President and a
                   trustee or director of other Oppenheimer
                   funds; President and a director (since
                   July 2001) of Oppenheimer Acquisition
                   Corp. and of Oppenheimer Partnership
                   Holdings, Inc.; a director (since
                   November 2001) of OppenheimerFunds
                   Distributor, Inc.; Chairman and a
                   director (since July 2001) of Shareholder
                   Services, Inc. and of Shareholder
                   Financial Services, Inc.; President and a
                   director (since July 2001) of
                   OppenheimerFunds Legacy Program (a
                   charitable trust program established by
                   OppenheimerFunds, Inc.); a director of
                   the following investment advisory
                   subsidiaries of OppenheimerFunds, Inc.:
                   OFI Institutional Asset Management, Inc.
                   (since November 2001), HarbourView Asset
                   Management Corporation and OFI Private
                   Investments, Inc. (since July 2002);
                   President (since November 1, 2001) and a
                   director (since July 2001) of Oppenheimer
                   Real Asset Management, Inc.; a director
                   (since November 2001) of Trinity
                   Investment Management Corp. and Tremont
                   Advisers, Inc. (investment advisory
                   affiliates of OppenheimerFunds, Inc.);
                   Executive Vice President (since February
                   1997) of Massachusetts Mutual Life
                   Insurance Company (OppenheimerFunds,
                   Inc.'s parent company); a director (since
                   June 1995) of DLB Acquisition Corporation
                   (a holding company that owns shares of
                   David L. Babson & Company, Inc.);
                   formerly Chief Operating Officer
                   (September 2000-June 2001) of
                   OppenheimerFunds, Inc.; President and
                   trustee (November 1999-November 2001) of              $100,000
                   MML Series Investment Fund and MassMutual
                   Institutional Funds (open-end investment
                   companies); a director (September
                   1999-August 2000) of C.M. Life Insurance
                   Company; President, Chief Executive
                   Officer and director (September
                   1999-August 2000) of  MML Bay State Life
                   Insurance Company; a director (June
                   1989-June 1998) of Emerald Isle Bancorp
                   and Hibernia Savings Bank (wholly-owned
                   subsidiary of Emerald Isle Bancorp). An
                   officer of 89 portfolios in the
                   OppenheimerFunds complex.

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


     The address of the officers in the chart below is as follows: Messrs.
Pisapia and Zack and Mses. Bloomberg and Lee, Two World Financial Center, 225
Liberty Street, 11th Floor, New York, NY 10281-1008, for Messrs. Petersen,
Vandehey, Vottiero, Weiss and Wixted and Mses., Ives and Wolf, 6803 S. Tucson
Way, Centennial, CO 80112-3924. Each officer serves for an annual term or
until his or her earlier resignation, death or removal.


- -------------------------------------------------------------------------------------
                               Officers of the Trust
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Name,                            Principal Occupation(s) During Past 5 Years
Position(s) Held with the Trust,
Length of Time Served,
Age
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------

Carol E. Wolf, Senior Vice       Senior Vice President (since June 2000) of
President and Portfolio Manager  OppenheimerFunds, Inc. and Harborview Management
since 1990                       Corporation; an officer of 6 portfolios in the
Age:  51                         OppenheimerFunds complex; formerly Vice President
                                 of OppenheimerFunds, Inc. (June 1990 - June 2000).

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

Carol E. Wolf,                   Vice President of OppenheimerFunds, Inc. and
Vice President and Portfolio     HarborView Asset Management Corporation (since
Manager since 1990               July 2001); an officer of 6 portfolios in the
Age:  51                         OppenheimerFunds complex; formerly Vice President
                                 of OppenheimerFunds, Inc. (June 1990 - June 2000).

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

Brian W. Wixted,                 Senior Vice President and Treasurer (since March
Treasurer since April 1999       1999) of the Manager; Treasurer of the Transfer
Age: 44                          Agent, HarbourView Asset Management Corporation,
                                 Shareholder Financial Services, Inc., Oppenheimer
                                 Real Asset Management Corporation, and Oppenheimer
                                 Partnership Holdings, Inc. (since March 1999), of
                                 OFI Private Investments, Inc. (since March 2000),
                                 of OppenheimerFunds International Ltd. and
                                 OppenheimerFunds plc  (since May 2000), of OFI
                                 Institutional Asset Management, Inc. (since
                                 November 2000), and of OppenheimerFunds Legacy
                                 Program (a Colorado non-profit corporation) (since
                                 June 2003); Treasurer and Chief Financial Officer
                                 (since May 2000) of OFI Trust Company (a trust
                                 company subsidiary of the Manager); Assistant
                                 Treasurer (since March 1999) of Oppenheimer
                                 Acquisition Corp. Formerly Assistant Treasurer of
                                 the Distributor (March 1999-October 2003) and
                                 OppenheimerFunds Legacy Program (April 2000-June
                                 2003); Principal and Chief Operating Officer
                                 (March 1995-March 1999) at Bankers Trust
                                 Company-Mutual Fund Services Division. An officer
                                 of 83 portfolios in the OppenheimerFunds complex.

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

Mark S. Vandehey,                Senior Vice President and Chief Compliance Officer
Vice President and Chief         (since March 2004) of OppenheimerFunds, Inc.; Vice
Compliance Officer since 2004    President (since June 1983) of the Manager,
Age:  53                         OppenheimerFunds Distributor, Inc., and
                                 Shareholder Services, Inc. Formerly (until
                                 February 2004) Vice President and Director of
                                 Internal Audit of OppenheimerFunds, Inc. An
                                 officer of 83 portfolios in the Oppenheimer funds
                                 complex.

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

Robert G. Zack,                  Executive Vice President (since January 2004) and
Vice President & Secretary       General Counsel (since February 2002) of
since November 1, 2001           OppenheimerFunds, Inc.; General Counsel (since
Age: 55                          November 2001) of the Manager and Distributor;
                                 General Counsel and a director (since November
                                 2001) of the Sub-Distributor; Senior Vice
                                 President, General Counsel and a director (since
                                 November 2001) of the Transfer Agent, Shareholder
                                 Financial Services, Inc., OFI Private Investments,
                                 Inc. and OFI Trust Company; Senior Vice President
                                 and General Counsel (since November 2001) of
                                 HarbourView Asset Management Corporation;
                                 Secretary and General Counsel (since November
                                 2001) of Oppenheimer Acquisition Corp.; Assistant
                                 Secretary and a director (since October 1997) of
                                 OppenheimerFunds International Ltd. and
                                 OppenheimerFunds plc; Vice President and a
                                 director (since November 2001) of Oppenheimer
                                 Partnership Holdings, Inc.; a director (since
                                 November 2001) of Oppenheimer Real Asset
                                 Management, Inc.; Vice President (since November
                                 2001) of OppenheimerFunds Legacy Program; Senior
                                 Vice President and General Counsel (since November
                                 2001) of OFI Institutional Asset Management, Inc.;
                                 a director (since June 2003) of OppenheimerFunds
                                 (Asia) Limited. Formerly Senior Vice President
                                 (May 1985-December 2003), Acting General Counsel
                                 (November 2001-February 2002) and Associate
                                 General Counsel (May 1981-October 2001) of
                                 OppenheimerFunds, Inc.; Assistant Secretary of the
                                 Transfer Agent (May 1985-November 2001),
                                 Shareholder Financial Services, Inc. (November
                                 1989-November 2001); and OppenheimerFunds
                                 International Ltd. (October 1997-November 2001).
                                 An officer of 83 portfolios in the
                                 OppenheimerFunds complex.

- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Philip Vottiero,                 Vice President/Fund Accounting of
Assistant Treasurer              OppenheimerFunds, Inc. (since March 2002);
since August 27, 2002            formerly Vice President/Corporate Accounting of
Age: 40                          OppenheimerFunds, Inc. (July 1999-March 2002)

                                 prior to which he was Chief Financial Officer at
                                 Sovlink Corporation (April 1996-June 1999). An
                                 officer of 83 portfolios in the OppenheimerFunds
                                 complex.

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

Brian Petersen,                  Assistant Vice President of the Manager since
Assistant Treasurer since 2004   August 2002; formerly Manager/Financial Product
Age: 33                          Accounting (November 1998-July 2002) of the
                                 Manager. An officer of 83 portfolios in the
                                 OppenheimerFunds complex.

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

Kathleen T. Ives,                Vice President (since June 1998) and Senior
Assistant Secretary              Counsel and Assistant Secretary (since October
since November 1, 2001           2003) of the Manager; Assistant Secretary (since
Age: 38                          October 2003) of the Distributor; Vice President
                                 (since 1999) and Assistant Secretary (since
                                 October 2003) of the Sub-Distributor; Vice
                                 President and Assistant Secretary (since 1999) of
                                 the Transfer Agent; Assistant Secretary (since
                                 December 2001) of OppenheimerFunds Legacy Program
                                 and of Shareholder Financial Services, Inc.
                                 Formerly an Assistant Counsel (August 1994-October
                                 2003) and Assistant Vice President of the Manager
                                 (August 1997-June 1998). An officer of 83
                                 portfolios in the OppenheimerFunds complex.

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

Lisa I. Bloomberg,               Vice President and Associate Counsel of
Assistant Secretary since 2004   OppenheimerFunds, Inc. since May 2004; formerly
Age:  36                         First Vice President and Associate General Counsel
                                 of UBS Financial Services Inc. (formerly,
                                 PaineWebber Incorporated) (May 1999 - April 2004)
                                 prior to which she was an Associate at Skaden,
                                 Arps, Slate, Meagher & Flom, LLP (September 1996 -
                                 April 1999). An officer of 83 portfolios in the
                                 OppenheimerFunds complex.

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

Dina C. Lee,                     Assistant Vice President and Assistant Counsel of
Assistant Secretary since 2004   the Manager (since December 2000); formerly an
Age:  34                         attorney and Assistant Secretary of Van Eck Global
                                 (until December 2000). An officer of 83 portfolios
                                 in the OppenheimerFunds complex.

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

Peter E. Pisapia,                Assistant Vice President and Assistant Counsel of
Assistant Secretary since 2004   the Manager since December 2002. Formerly,
Age:  31                         Associate Counsel at AIG SunAmerica Asset
                                 Management Corp. (October 1997-December 2002). An
                                 officer of 83 portfolios in the OppenheimerFunds
                                 complex.

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


|X|   Remuneration of Trustees. The officers of the Trust and Mr. Murphy (who
is an officer and Trustee of the Trust) are affiliated with the Manager and
receive no salary or fee from the Trust. The Trustees of the Trust received
the compensation shown below from the Trust with respect to the Trust's
fiscal year ended June 30, 2004. The compensation from all of the Board II
Funds (including the Trust) represents compensation received for serving as a
managing general partner, director or trustee and member of a committee (if
applicable) of the boards of those funds during the calendar year 2003 (there
were 38 funds at the end of 2003).


- ------------------------------------------------------------------------------
Trustee     Name    and     Other       Aggregate        Total Compensation
                                                         From Trust and Fund
Position(s) (as applicable)           Compensation         Complex Paid to
                                       from Trust1        Trustee/Director*
                                                                          -
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

 James C. Swain                          $1,602               $118,649
    Chairman of the Board of
  Trustees

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

Robert G. Avis                           $1,123               $101,499
Review Committee Member

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

George C. Bowen                          $1,123               $101,499
Audit Committee Member

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

George Bowen                             $1,285               $115,503
 Audit Committee Member

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

Jon S. Fossel                            $1,285               $115,499
Review Committee Chairman

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

Sam Freedman                             $1,123               $101,503
  Review Committee Member

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

Sam Freedman                                $                 $28,6802

  Review Committee Member
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Beverly Hamilton                         $1,107              $150,5423,5

   Review Committee Member
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

Robert J. Malone                         $1,1076              $100,1793
   Audit Committee Member

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

Robert J. Malone4                        $1,123               $149,4997
   Audit Committee Member

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

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

Effective  December 15, 2003, James C. Swain retired as Trustee from the Board
II Funds.  For the fiscal year ended June 30, 2004,  Mr. Swain  received  $909
aggregate  compensation  from the Trust.  For the calendar year ended December
31, 2003,  Mr. Swain  received  $178,000  total  compensation  from all of the
Oppenheimer funds for which he served as Trustee.

1.    Aggregate   Compensation   from  Trust   includes   fees  and   deferred
   compensation, if any, for a Trustee.

1.    "Total  Compensation  From Trust and Fund Complex"  paid to Mr.  Grabish
   for service as a Trustee,  as well as service on the Review  Committee  was
   paid only by Centennial Government Trust,  Centennial California Tax Exempt
   Trust,  Centennial  Money  Market  Trust,  Centennial  New York Tax  Exempt
   Trust,  Centennial  Tax Exempt  Trust and  Centennial  America  Fund,  L.P.
   (total of six funds for which serves as Trustee on the Board II Funds).
Compensation  for Mrs.  Hamilton  and Mr.  Malone was paid by all the Board II
   Funds,  with the  exception of  Oppenheimer  Senior  Floating Rate Fund for
   which they  currently  do not serve as  Trustees  (total of 37  Oppenheimer
   funds at December 31, 2003).
4.    Includes  $1,107  deferred  under Deferred  Compensation  Plan described
   below.
5.    Includes  $50,363  compensation  (of  which  100% was  deferred  under a
   deferred  compensation  plan) paid to Mrs. Hamilton for previously  serving
   as  a   trustee   by  two   open-end   investment   companies   (MassMutual
   Institutional  Funds and MML Series Investment Fund) the investment adviser
   for  which  is  the  indirect  parent  company  of  OppenheimerFunds,  Inc.
   OppenheimerFunds,  Inc. also serves as the  Sub-Advisor  to the  MassMutual
   International Equity Fund, a series of MassMutual Institutional Funds.
6.    Includes  $1,107  deferred  under Deferred  Compensation  Plan described
   below.
7.    Includes  $48,000  compensation  paid to Mr.  Marshall  for serving as a
   trustee by two  open-end  investment  companies  (MassMutual  Institutional
   Funds and MML Series  Investment Fund) the investment  adviser for which is
   the indirect  parent company of  OppenheimerFunds,  Inc.  OppenheimerFunds,
   Inc. also serves as the Sub-Advisor to the MassMutual  International Equity
   Fund, a series of MassMutual Institutional Funds.

*For purposes of this section only,  "Fund Complex"  includes the  Oppenheimer
funds,  MassMutual  Institutional  Funds  and MML  Series  Investment  Fund in
accordance  with  the  instructions  for  Form  N-1A.  The  Manager  does  not
consider  MassMutual  Institutional Funds and MML Series Investment Fund to be
part of the  OppenheimerFunds  "Fund  Complex"  as that term may be  otherwise
interpreted.

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

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


      |X|               Major Shareholders.  As of July 30, 2004 the only
person who owned of record or was known by the Trust to own beneficially 5%
or more of the Trust's outstanding shares was A.G. Edwards & Sons, Inc., 1
North Jefferson Avenue, St. Louis, Missouri 63103, which owned
1,302,756,333.76 shares of the Trust which was 91.79% of the outstanding
shares of the Trust on that date, for accounts of its customers none of whom
individually owned more than 5% of the outstanding shares.

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


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

|X|   Code of Ethics.  The Manager and the Distributor have a Code of
Ethics.  It is designed to detect and prevent improper personal trading by
certain employees, including portfolio managers, that would compete with or
take advantage of the Trust's portfolio transactions.  Covered persons
include persons with knowledge of the investments and investment intentions
of the Trust and other funds advised by the Manager.  The Code of Ethics does
permit personnel subject to the Code to invest in securities, including
securities that may be purchased or held by the Trust, subject to a number of
restrictions and controls.  Compliance with the Code of Ethics is carefully
monitored and enforced by the Manager.  The Trust does not have a Code of
Ethics since it is a money market fund.

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


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








- ---------------------------------------------------------------------------------
  Fiscal Year    Management Fee Paid to Centennial Asset Management Corporation
  ending 6/30
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2002                                 $6,859,986
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
      2003                                 $7,414,061
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

      2004                                 $7,022,839

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


            Prior to the Shareholder vote held on September 19, 2003, the
investment advisory agreement required the Manager to reimburse the Trust to
the extent that the Trust's total expenses (including the management fee but
excluding interest, taxes, brokerage commissions, and extraordinary expenses
such as litigation costs) exceed in any fiscal year the lesser of: (i) 1.5%
of average annual net assets of the Trust up to $30 million plus 1% of the
average annual net assets in excess of $30 million or; (ii) 25% of the total
annual investment income of the Trust. For the 2002, 2003 and 2004 fiscal
years the Manager reimbursed $1,247,225, $5,495,103 and $1,698,577 to the
Trust, respectively.


    The investment advisory agreement provides that the Manager shall not be
liable for any loss sustained by reason of the adoption of an investment
policy or the purchase, sale or retention of any security on its
recommendation, whether or not such recommendation shall have been based upon
its own investigation and research or upon investigation and research made by
any other individual, firm or corporation, if such recommendation shall have
been made and such other individual, firm or corporation shall have been
selected with due care and in good faith, provided that nothing in the
agreement shall be construed to protect the Manager against any liability to
the Trust or  its shareholders by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under the agreement.

         |X|      Annual Approval of Investment Advisory Agreement. Each
year, the Board of Trustees, including a majority of the Independent
Trustees, is required to approve the renewal of the investment advisory
agreement. The Investment Company Act requires that the Board request and
evaluate and the Manager provide such information as may be reasonably
necessary to evaluate the terms of the investment advisory agreement.  The
Board employs an independent consultant to prepare a report that provides
such information as the Board requests for this purpose.

      The Board also receives information about the 12b-1 distribution fees
the Trust pays.  These distribution fees are reviewed and approved at a
different time of the year.

      The Board reviewed the foregoing information in arriving at its
decision to renew the investment advisory agreement.  Among other factors,
the Board considered:
o     The nature, cost, and quality of the services provided to the Trust and
         its shareholders;
o     The profitability of the Trust to the Manager;
o     The investment performance of the Trust in comparison to regular market

         indices;

o     Economies of scale that may be available to the Trust from the Manager;
o     Fees paid by other mutual funds for similar services;
o     The value and quality of any other benefits or services received by the

         Trust from its relationship with the Manager; and
o     The direct and indirect benefits the Manager received from its

         relationship with the Trust.  These included services provided by
         the Distributor and the Transfer Agent, and brokerage and soft
         dollar arrangements permissible under Section 28(e) of the
         Securities Exchange Act.

      The Board considered that the Manager must be able to pay and retain
high quality personnel at competitive rates to provide services to the
Trust.  The Board also considered that maintaining the financial viability of
the Manager is important so that the Manager will be able to continue to
provide quality services to the Trust and its shareholders in adverse times.
The Board also considered the investment performance of other mutual funds
advised by the Manager. The Board is aware that there are alternatives to the
use of the Manager.

      These matters were also considered by the Independent Trustees, meeting
separately from the full Board with experienced Counsel to the Independent
Trustees who assisted them in their deliberations.  The Independent Trustees'
Counsel is independent of the Manager within the meaning and intent of the
SEC Rules regarding the independence of counsel.


      After careful deliberation, the Board, including the Independent
Trustees, concluded that it was in the best interest of shareholders to
continue the investment advisory agreement for another year. In arriving at a
decision, the Board did not single out any one factor or group of factors as
being more important than other factors, but considered all factors
together.  The Board judged the terms and conditions of the investment
advisory agreement, including the investment advisory fee, in light of all of
the surrounding circumstances.


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

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

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

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

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

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

Service Plan

The Trust has adopted a Service Plan for the shares.  The plan has been
approved by a vote of the Board of Trustees, including a majority of the
Independent Trustees1, cast in person at a meeting called for the purpose of
voting on that plan.


      Under the plan, the Manager and the Distributor may make payments to
affiliates.  In their sole discretion, they may also from time to time make
substantial payments from their own resources, which include the profits the
Manager derives from the advisory fees it receives from the Trust, to
compensate brokers, dealers, financial institutions and other intermediaries
for providing distribution assistance and/or administrative services or that
otherwise promote sales of the Trust's shares.  These payments, some of which
may be referred to as "revenue sharing," may relate to the Fund's inclusion
on a financial intermediary's preferred list of funds offered to its clients.

    Financial intermediaries, brokers and dealers may receive other payments
from the Distributor or the Manager from their own resources in connection
with the promotion and/or sale of shares of the Trust, including payments to
defray expenses incurred in connection with educational seminars and
meetings.  The Manager or Distributor may share expenses incurred by
financial intermediaries in conducting training and educational meetings
about aspects of the Trust for employees of the intermediaries or for hosting
client seminars or meetings at which the Trust is discussed.  In their sole
discretion, the Manager and/or the Distributor may increase or decrease the
amount of payments they make from their own resources for these purposes.

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

      The Board of Trustees and the Independent Trustees must approve all
material amendments to the plan.  An amendment to increase materially the
amount of payments to be made under the plan must be approved by shareholders
of the class affected by the amendment.  The approval must be by a majority
of the shares.

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


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

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

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


      For the fiscal year ended June 30, 2004 payments under the plan totaled
$3,261,959, all of which was paid by the Distributor to recipients.  The
Distributor retained $48,633 and the remaining balance was paid out by the
Distributor to recipients, which included $143,921 paid to an affiliate of
the Distributor's parent company. For the fiscal year ended June 30, 2004,
the Manager paid, in the aggregate, $4,968,620 in fees out of its own
resources for distribution assistance. Any unreimbursed expenses the
Distributor incurs with respect to the shares in any fiscal quarter cannot be
recovered in subsequent quarters.  The Distributor may not use payments
received under the plan to pay any of its interest expenses, carrying
charges, or other financial costs, or allocation of overhead.


Performance of the Trust

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

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

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

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

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

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

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

|X|   Total Return Information.  There are different types of "total returns"
to measure the Trust's performance. Total return is the change in value of a
hypothetical investment in the Trust over a given period, assuming that all
dividends and capital gains distributions are reinvested in additional shares
and that the investment is redeemed at the end of the period.  The cumulative
total return measures the change in value over the entire period (for
example, ten years).  An average annual total return shows the average rate
of return for each year in a period that would produce the cumulative total
return over the entire period.  However, average annual total returns do not
show actual year-by-year performance.  The Trust uses standardized
calculations for its total returns as prescribed by the SEC.  The methodology
is discussed below.

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

- ------------------------------------------------------------------------------
                                     [OBJECT OMITTED]
- ------------------------------------------------------------------------------

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

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

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

     Yield         Compounded       Average Annual Total Returns (at 6/30/04)
 (7 days ended   Effective Yield
    6/30/04)      (7 days ended
                    6/30/04)

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

                                     1-Year          5 Years        10 Years
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------


     0.44%            0.44%           0.48%           2.76%          3.78-%

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

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

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

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

ABOUT YOUR ACCOUNT

How to Buy Shares


Determination of Net Asset Value Per Share. The net asset value per share of
the Trust is determined twice each day that The New York Stock Exchange ("the
Exchange") is open, at 12:00 Noon and at 4:00 P.M, on each day that the
Exchange is open, by dividing the value of the Trust's net assets by the
total number of shares outstanding. All references to time in this Statement
of Additional Information mean "Eastern time."  The Exchange's most recent
                                                    ----------
annual announcement regarding holidays and days when the market may close
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early is available on the Exchange's website at www.nyse.com.
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      The Trust's Board of Trustees has adopted the amortized cost method to
value the Trust's portfolio securities.  Under the amortized cost method, a
security is valued initially at its cost and its valuation assumes a constant
amortization of any premium or accretion of any discount, regardless of the
impact of fluctuating interest rates on the market value of the security.
This method does not take into consideration any unrealized capital gains or
losses on securities.  While this method provides certainty in valuing
securities, in certain periods the value of a security determined by
amortized cost may be higher or lower than the price the Trust would receive
if it sold the security.

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

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

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

How to Sell Shares

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

Checkwriting.  When a check is presented to the Bank for clearance, the Bank
will ask the Trust to redeem a sufficient number of full and fractional
shares in the shareholder's account to cover the amount of the check.  This
enables the shareholder to continue receiving dividends on those shares until
the check is presented to the Trust.  Checks may not be presented for payment
at the offices of the Bank or the Trust's custodian.  This limitation does
not affect the use of checks for the payment of bills or to obtain cash at
other banks.  The Trust reserves the right to amend, suspend or discontinue
offering checkwriting privileges at any time.  The Fund will provide you with
notice whenever it is required to do so by applicable law.

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

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

Distributions From Retirement Plans Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover
of this Statement of Additional Information.  The request must

(1)   state the reason for the distribution;
(2)   state the owner's awareness of tax penalties if the distribution is
         premature; and
(3)   conform to the requirements of the plan and the Trust's other
         redemption requirements.

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

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

How to Exchange Shares

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


Oppenheimer AMT-Free Municipals           Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Main Street Fund
Oppenheimer Balanced Fund                 Oppenheimer Main Street Opportunity Fund
Oppenheimer Bond Fund                     Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer Pennsylvania Municipal Fund

                                          Oppenheimer   Principal  Protected  Main
Oppenheimer Capital Preservation Fund     Street Fund

                                          Oppenheimer   Principal  Protected  Main
Oppenheimer Capital Income Fund           Street Fund II
Oppenheimer Champion Income Fund          Oppenheimer Quest Balanced Fund
                                          Oppenheimer  Quest  Capital  Value Fund,

Oppenheimer Convertible Securities Fund   Inc.

                                          Oppenheimer  Quest  International  Value
Oppenheimer Developing Markets Fund       Fund, Inc.
Oppenheimer Disciplined Allocation Fund   Oppenheimer Quest Opportunity Value Fund
Oppenheimer Discovery Fund                Oppenheimer Quest Value Fund, Inc.
Oppenheimer Emerging Growth Fund          Oppenheimer Real Asset Fund
Oppenheimer Emerging Technologies Fund    Oppenheimer Real Estate Fund
                                          Oppenheimer      Rochester      National
Oppenheimer Enterprise Fund               Municipals
Oppenheimer Equity Fund, Inc.             Oppenheimer Senior Floating Rate Fund
Oppenheimer Global Fund                   Oppenheimer Small Cap Value Fund
Oppenheimer Global Opportunities Fund     Oppenheimer Strategic Income Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Total Return Bond Fund
Oppenheimer Growth Fund                   Oppenheimer U.S. Government Trust
Oppenheimer High Yield Fund               Oppenheimer Value Fund
Oppenheimer International Bond Fund       Limited-Term New York Municipal Fund
Oppenheimer International Growth Fund     Rochester Fund Municipals
Oppenheimer  International  Small Company
Fund
Oppenheimer   Limited   Term   California
Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer MidCap Fund




And the following money market funds:

Oppenheimer Cash Reserves

Oppenheimer Money Market Fund, Inc.       Centennial Money Market Trust
Centennial America Fund, L. P.            Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust    Centennial Tax Exempt Trust
Centennial Government Trust




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

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

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

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

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

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

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

Dividends and Taxes

Tax Status of the Trust's Dividends, Distributions and Redemptions of
Shares.  The federal tax treatment of the Trust's dividends and capital gains
distributions is briefly highlighted in the Prospectus. The following is only
a summary of certain additional tax considerations generally affecting the
Trust and its shareholders.

      The tax discussion in the Prospectus and this Statement of Additional
Information is based on tax law in effect on the date of the Prospectus and
this Statement of Additional Information. Those laws and regulations may be
changed by legislative, judicial, or administrative action, sometimes with
retroactive effect. State and local tax treatment of ordinary income
dividends and capital gain dividends from regulated investment companies may
differ from the treatment under the Internal Revenue Code described below.
Potential purchasers of shares of the Trust are urged to consult their tax
advisers with specific reference to their own tax circumstances as well as
the consequences of federal, state and local tax rules affecting an
investment in the Trust.

|X|   Qualification as a Regulated Investment Company.  The Trust has elected
to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended.  As a regulated investment
company, the Trust is not subject to federal income tax on the portion of its
net investment income (that is, taxable interest, dividends, and other
taxable ordinary income, net of expenses) and capital gain net income (that
is, the excess of net long-term capital gains over net short-term capital
losses) that it distributes to shareholders. That qualification enables the
Trust to "pass through" its income and realized capital gains to shareholders
without having to pay tax on them. This avoids a "double tax" on that income
and capital gains, since shareholders normally will be taxed on the dividends
and capital gains they receive from the Trust (unless their Trust shares are
held in a retirement account or the shareholder is otherwise exempt from
tax).

      The Internal Revenue Code contains a number of complex tests relating
to qualification that the Trust might not meet in a particular year. If it
did not qualify as a regulated investment company, the Trust would be treated
for tax purposes as an ordinary corporation and would receive no tax
deduction for payments made to shareholders.

      To qualify as a regulated investment company, the Trust must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Trust must also satisfy
certain other requirements of the Internal Revenue Code, some of which are
described below.  Distributions by the Trust made during the taxable year or,
under specified circumstances, within 12 months after the close of the
taxable year, will be considered distributions of income and gains for the
taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

      To qualify as a regulated investment company, the Trust must derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies (to the extent such currency gains
are directly related to the regulated investment company's principal business
of investing in stock or securities) and certain other income.

      In addition to satisfying the requirements described above, the Trust
must satisfy an asset diversification test in order to qualify as a regulated
investment company.  Under that test, at the close of each quarter of the
Trust's taxable year, at least 50% of the value of the Trust's assets must
consist of cash and cash items (including receivables), U.S. government
securities, securities of other regulated investment companies, and
securities of other issuers. As to each of those issuers, the Trust must not
have invested more than 5% of the value of the Trust's total assets in
securities of each such issuer and the Trust must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of
the value of its total assets may be invested in the securities of any one
issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which the Trust
controls and which are engaged in the same or similar trades or businesses.
For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S.
government securities.

|X|   Excise Tax on Regulated Investment Companies. Under the Internal
Revenue Code, by December 31 each year, the Trust must distribute 98% of its
taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized in the period from November 1 of
the prior year through October 31 of the current year. If it does not, the
Trust must pay an excise tax on the amounts not distributed. It is presently
anticipated that the Trust will meet those requirements. To meet this
requirement, in certain circumstances the Trust might be required to
liquidate portfolio investments to make sufficient distributions to avoid
excise tax liability. However, the Board of Trustees and the Manager might
determine in a particular year that it would be in the best interests of
shareholders for the Trust not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution to
shareholders.

|X|   Taxation of Trust Distributions.  The Trust anticipates distributing
substantially all of its investment company taxable income for each taxable
year.  Those distributions will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes.

      Special provisions of the Internal Revenue Code govern the eligibility
of the Trust's dividends for the dividends-received deduction for corporate
shareholders.  Long-term capital gains distributions are not eligible for the
deduction.  The amount of dividends paid by the Trust that may qualify for
the deduction is limited to the aggregate amount of qualifying dividends that
the Trust derives from portfolio investments that the Trust has held for a
minimum period, usually 46 days. A corporate shareholder will not be eligible
for the deduction on dividends paid on Trust shares held for 45 days or
less.  To the extent the Trust's dividends are derived from gross income from
option premiums, interest income or short-term gains from the sale of
securities or dividends from foreign corporations, those dividends will not
qualify for the deduction. Since it is anticipated that most of the Trust's
income will be derived from interest it receives on its investments, the
Trust does not anticipate that its distributions will qualify for this
deduction.

      The Trust may either retain or distribute to shareholders its net
capital gain for each taxable year.  The Trust currently intends to
distribute any such amounts.  If net long term capital gains are distributed
and designated as a capital gain distribution, it will be taxable to
shareholders as a long-term capital gain and will be properly identified in
reports sent to shareholders in January of each year. Such treatment will
apply no matter how long the shareholder has held his or her shares or
whether that gain was recognized by the Trust before the shareholder acquired
his or her shares.


      If the Trust elects to retain its net capital gain, the Trust will be
subject to tax on it at the 35% corporate tax rate. If the Trust elects to
retain its net capital gain, the Trust will provide to shareholders of record
on the last day of its taxable year information regarding their pro rata
share of the gain and tax paid. As a result, each shareholder will be
required to report his or her pro rata share of such gain on their tax return
as long-term capital gain, will receive a refundable tax credit for his/her
pro rata share of tax paid by the Trust on the gain, and will increase the
tax basis for his/her shares by an amount equal to the deemed distribution
less the tax credit.


      Investment income that may be received by the Trust from sources within
foreign countries may be subject to foreign taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which entitle the Trust to a reduced rate of, or exemption from, taxes on
such income.

      Distributions by the Trust that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of
capital to the extent of the shareholder's tax basis in their shares. Any
excess will be treated as gain from the sale of those shares, as discussed
below. Shareholders will be advised annually as to the U.S. federal income
tax consequences of distributions made (or deemed made) during the year. If
prior distributions made by the Trust must be re-characterized as a
non-taxable return of capital at the end of the fiscal year as a result of
the effect of the Trust's investment policies, they will be identified as
such in notices sent to shareholders.

      Distributions  by the Trust  will be  treated  in the  manner  described
above regardless of whether the  distributions  are paid in cash or reinvested
in  additional  shares  of  the  Trust  (or  of  another  fund).  Shareholders
receiving a distribution  in the form of additional  shares will be treated as
receiving a  distribution  in an amount  equal to the fair market value of the
shares received, determined as of the reinvestment date.

      The Trust will be required in certain cases to withhold 28% of ordinary
income dividends, capital gains distributions and the proceeds of the
redemption of shares, paid to any shareholder (1) who has failed to provide a
correct taxpayer identification number or to properly certify that number
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when required, (2) who is subject to backup withholding for failure to report
the receipt of interest or dividend income properly, or (3) who has failed to
certify to the Trust that the shareholder is not subject to backup
withholding or is an "exempt recipient" (such as a corporation). All income
and any tax withheld by the Trust is remitted by the Trust to the U.S.
Treasury and is identified in reports mailed to shareholders in January of
each year.

|X|   Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
       -
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares.  All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the Trust within 30
days before or after the redemption.

      In general, any gain or loss arising from the redemption of shares of
the Trust will be considered capital gain or loss, if the shares were held as
a capital asset. It will be long-term capital gain or loss if the shares were
held for more than one year.  However, any capital loss arising from the
redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of the amount of capital gain dividends
received on those shares. Special holding period rules under the Internal
Revenue Code apply in this case to determine the holding period of shares and
there are limits on the deductibility of capital losses in any year.

|X|   Foreign Shareholders.  Under U.S. tax law, taxation of a shareholder
who is a foreign person (including, but not limited to, a nonresident alien
individual, a foreign trust, a foreign estate, a foreign corporation, or a
foreign partnership) primarily depends on whether the foreign person's income
from the Trust is effectively connected with the conduct of a U.S. trade or
business. Typically, ordinary income dividends paid from a mutual fund are
not considered "effectively connected" income.

      Ordinary income dividends that are paid by the Trust (and are deemed
not "effectively connected income") to foreign persons will be subject to a
U.S. tax withheld by the Trust at a rate of 30%, provided the Trust obtains a
properly completed and signed Certificate of Foreign Status. The tax rate may
be reduced if the foreign person's country of residence has a tax treaty with
the U.S. allowing for a reduced tax rate on ordinary income dividends paid by
the Trust. All income and any tax withheld by the Trust is remitted by the
Trust to the U.S. Treasury and is identified in reports mailed to
shareholders in March of each year.

      If the ordinary income dividends from the Trust are effectively
                                                      ---
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Trust obtains a properly completed and signed Certificate of Foreign Status.

      If the foreign person fails to provide a certification of his/her
foreign status, the Trust will be required to withhold U.S. tax at a rate of
28% on ordinary income dividends, capital gains distributions and the
proceeds of the redemption of shares, paid to any foreign person. All income
and any tax withheld (in this situation) by the Trust is remitted by the
Trust to the U.S. Treasury and is identified in reports mailed to
shareholders in January of each year.

      The tax consequences to foreign persons entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisors or the U.S.
Internal Revenue Service with respect to the particular tax consequences to
them of an investment in the Trust, including the applicability of the U.S.
withholding taxes described above.

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

Additional Information About the Trust

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

The Transfer Agent.  Shareholder Services, Inc., the Trust's Transfer Agent,
is responsible for maintaining the Trust's shareholder registry and
shareholder accounting records, and for paying dividends and distributions to
shareholders of the Trust.  It also handles shareholder servicing and
administrative functions. It serves as the Transfer Agent for an annual per
account fee.

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


Independent Registered Public Accounting Firm.  Deloitte & Touche LLP served
as an independent registered public accounting firm for the Trust.  They
audit the Trust's financial statements and perform other related audit
services.  They also act as an independent public registered public
accounting firm for certain other funds advised by the Manager and its
affiliates.  Audit and non-audit services provided to the Trust must be
pre-approved by the Audit Committee. Non-audit services provided by Deloitte
& Touche LLP to the Trust and certain related companies must also be
pre-approved by the Audit Committee.

- -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------

  TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF CENTENNIAL GOVERNMENT TRUST: We have audited the accompanying statement of assets and liabilities of Centennial Government Trust, including the statement of investments, as of June 30, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods indicated. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2004, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

  In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Centennial Government Trust as of June 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP Denver, Colorado August 13, 2004 - -------------------------------------------------------------------------------- STATEMENT OF INVESTMENTS June 30, 2004 - -------------------------------------------------------------------------------- PRINCIPAL VALUE AMOUNT SEE NOTE 1 - ------------------------------------------------------- U.S. GOVERNMENT AGENCIES--94.1% FNMA Master Credit Facility: 1.03%, 7/1/04 $ 50,711,000 $ 50,711,000 1.05%, 7/8/04 32,732,000 32,725,317 1.10%, 8/2/04 50,000,000 49,951,111 1.26%, 9/1/04 50,000,000 49,891,496 1.61%, 10/1/04 50,711,000 50,502,353 - ------------------------------------------------------- Federal Home Loan Bank: 0.96%, 7/7/04 25,000,000 24,995,625 1.015%, 7/9/04 71,000,000 70,982,912 1.04%, 1/5/05 1 50,000,000 49,998,708 1.25%, 7/14/04 21,000,000 20,991,355 1.25%, 7/28/04 1 50,000,000 49,988,678 1.272%, 8/4/04 35,000,000 34,999,524 1.28%, 8/20/04 35,000,000 34,937,778 1.30%, 8/25/04 25,000,000 24,950,347 1.32%, 7/2/04 35,000,000 34,999,018 1.35%, 8/27/04 35,000,000 34,925,188 1.40%, 4/1/05 15,000,000 14,994,676 1.415%, 9/20/04 1 14,275,000 14,272,929 1.50%, 3/1/05 33,000,000 33,000,000 - ------------------------------------------------------- Federal Home Loan Mortgage Corp.: 1.04%, 7/20/04 50,000,000 49,972,556 1.065%, 8/3/04-8/10/04 50,000,000 49,946,011 1.22%, 8/12/04 7,339,000 7,327,869 1.23%, 8/23/04 30,000,000 29,945,675 1.25%, 7/6/04 56,588,000 56,579,669 1.28%, 8/26/04 39,748,000 39,667,971 1.35%, 8/17/04-8/20/04 35,700,000 35,635,787 3%, 7/15/04 25,742,000 25,760,537 6.25%, 7/15/04 21,400,000 21,442,239 - ------------------------------------------------------- Federal National Mortgage Assn.: 1.01%, 7/14/04 27,630,000 27,619,783 1.03%, 7/21/04 40,000,000 39,977,111 1.05%, 7/8/04 15,000,000 14,996,938 1.055%, 7/28/04 25,000,000 24,980,219 1.06%, 7/23/04 50,500,000 50,466,820 1.07%, 8/18/04 35,000,000 34,947,400 1.09%, 7/7/04 20,000,000 19,996,367 PRINCIPAL VALUE AMOUNT SEE NOTE 1 - ------------------------------------------------------- Federal National Mortgage Assn.: Continued 1.235%, 1/28/05 1 $ 50,000,000 $ 49,997,093 1.28%, 8/11/04 17,500,000 17,474,489 1.35%, 8/25/04 2,400,000 2,395,050 1.375%, 2/18/05 30,000,000 30,000,000 1.40%, 2/25/05 25,000,000 25,000,000 1.60%, 5/13/05 7,500,000 7,500,000 - ------------------------------------------------------- Overseas Private Investment Corp.: 1.275%, 7/20/04 1,2 2,392,407 2,409,808 1.305%, 7/20/04 1,2 1,917,711 1,920,655 Total U.S. Government Agencies (Cost $1,343,778,062) 1,343,778,062 - ------------------------------------------------------- JOINT REPURCHASE AGREEMENTS--9.8%

  Undivided interest of 97.42% in joint repurchase agreement (Principal Amount/Value $143,400,000, with a maturity value of $143,405,537) with UBS Warburg LLC, 1.39%, dated 6/30/04, to be repurchased at $139,705,394 on 7/1/04, collateralized by Federal Home Loan Mortgage Corp., 4.50%, 6/1/19, with a value of $146,625,899 (Cost

$139,700,000) 139,700,000 139,700,000 - ------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $1,483,478,062) 103.9% 1,483,478,062 - ------------------------------------------------------- LIABILITIES IN EXCESS OF OTHER ASSETS (3.9) (55,353,477) NET ASSETS 100.0% $ 1,428,124,585 ============================== FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Represents the current interest rate for a variable or increasing rate security. 2. Identifies issues considered to be illiquid. See Note 4 of Notes to Financial Statements. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 5 | CENTENNIAL GOVERNMENT TRUST - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES June 30, 2004 - --------------------------------------------------------------------------------

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

 ASSETS

 Investments, at value (cost $1,483,478,062)--see accompanying statement of investments            $  1,483,478,062
- --------------------------------------------------------------------------------------------------------------------
 Cash                                                                                                     3,040,252
- --------------------------------------------------------------------------------------------------------------------
 Receivables and other assets:
 Interest                                                                                                 2,128,696
 Shares of beneficial interest sold                                                                       1,399,244
 Other                                                                                                      112,657
                                                                                                   -----------------
 Total assets                                                                                         1,490,158,911

- --------------------------------------------------------------------------------------------------------------------
 LIABILITIES

 Payables and other liabilities:
 Investments purchased                                                                                   50,502,352
 Shares of beneficial interest redeemed                                                                  11,016,275
 Dividends                                                                                                  211,780
 Distribution and service plan fees                                                                         140,649
 Transfer and shareholder servicing agent fees                                                               72,578
 Shareholder communications                                                                                  54,338
 Trustees' compensation                                                                                       7,097
 Other                                                                                                       29,257
                                                                                                   -----------------
 Total liabilities                                                                                       62,034,326


- --------------------------------------------------------------------------------------------------------------------
 NET ASSETS                                                                                        $  1,428,124,585
                                                                                                   =================

- --------------------------------------------------------------------------------------------------------------------
 COMPOSITION OF NET ASSETS

 Paid-in capital                                                                                   $  1,428,127,592
- --------------------------------------------------------------------------------------------------------------------
 Accumulated net realized loss on investments                                                                (3,007)
                                                                                                   -----------------
 NET ASSETS--applicable to 1,428,110,218 shares of beneficial interest outstanding                 $  1,428,124,585
                                                                                                   =================


- --------------------------------------------------------------------------------------------------------------------
 NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE                                     $1.00

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 6 | CENTENNIAL GOVERNMENT TRUST - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS For the Year Ended June 30, 2004 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INVESTMENT INCOME Interest $17,766,532 - -------------------------------------------------------------------------------- EXPENSES Management fees 7,022,839 - -------------------------------------------------------------------------------- Service plan fees 3,261,959 - -------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees 930,460 - -------------------------------------------------------------------------------- Shareholder communications 61,483 - -------------------------------------------------------------------------------- Custodian fees and expenses 20,022 - -------------------------------------------------------------------------------- Trustees' compensation 13,033 - -------------------------------------------------------------------------------- Other 176,922 ------------- Total expenses 11,486,718 Less reduction to custodian expenses (2,482) Less payments and waivers of expenses (1,689,577) ------------- Net expenses 9,794,659 - -------------------------------------------------------------------------------- NET INVESTMENT INCOME 7,971,873 - -------------------------------------------------------------------------------- NET REALIZED LOSS ON INVESTMENTS (2,406) - -------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 7,969,467 ============= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 7 | CENTENNIAL GOVERNMENT TRUST - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------

 YEAR ENDED JUNE 30,                                               2004           2003
- -------------------------------------------------------------------------------------------

 OPERATIONS

 Net investment income                                     $     7,971,873   $   19,901,454
- -------------------------------------------------------------------------------------------
 Net realized gain (loss)                                           (2,406)          11,525
                                                           --------------------------------
 Net increase in net assets resulting from operations            7,969,467       19,912,979

- -------------------------------------------------------------------------------------------
 DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS

 Dividends from net investment income                           (7,971,873)     (19,901,454)

- -------------------------------------------------------------------------------------------
 BENEFICIAL INTEREST TRANSACTIONS

 Net increase (decrease) in net assets resulting from
 beneficial interest transactions                             (347,686,852)     228,169,387

- -------------------------------------------------------------------------------------------
 NET ASSETS

 Total increase (decrease)                                    (347,689,258)     228,180,912
- -------------------------------------------------------------------------------------------
 Beginning of period                                         1,775,813,843    1,547,632,931
                                                           --------------------------------
 End of period                                             $ 1,428,124,585   $1,775,813,843
                                                           ================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 8 | CENTENNIAL GOVERNMENT TRUST - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------

YEAR ENDED JUNE 30,                               2004          2003          2002          2001          2000
- ------------------------------------------------------------------------------------------------------------------

 PER SHARE OPERATING DATA

 Net asset value, beginning of period            $ 1.00        $ 1.00        $ 1.00         $  1.00       $ 1.00
- ------------------------------------------------------------------------------------------------------------------
 Income from investment operations--net
 investment income and net realized gain             -- 1         .01           .02             .05          .05
- ------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                -- 1        (.01)         (.02)           (.05)        (.05)
 Distributions from net realized gain                --            --            -- 1            --           --
                                                ------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     -- 1        (.01)         (.02)           (.05)        (.05)
- ------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                   $1.00         $1.00         $1.00           $1.00        $1.00
                                                ==================================================================

- ------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN 2                                    0.48%         1.15%         1.92%           5.29%        5.07%

- ------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in millions)         $1,428        $1,776        $1,548          $1,458       $1,192
- ------------------------------------------------------------------------------------------------------------------
 Average net assets (in millions)                $1,628        $1,744        $1,585          $1,367       $1,244
 -----------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                             0.49%         1.14%         1.90%           5.13%        4.92%
 Total expenses                                    0.71%         0.70%         0.71%           0.73%        0.74%
 Expenses after payments and waivers
 and reduction to custodian expenses               0.60%         0.38%         0.63%            N/A 4        N/A 4

1. Less than $0.005 per share.
2. Assumes an 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. Total returns are not annualized for
periods less than one year. Returns do not reflect the deduction of taxes that a
shareholder would pay on Trust distributions or the redemption of Trust shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 9 | CENTENNIAL GOVERNMENT TRUST - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES

  Centennial Government Trust (the Trust) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Trust’s investment objective is to seek a high level of current income that is consistent with the preservation of capital and the maintenance of liquidity. The Trust’s investment advisor is Centennial Asset Management Corporation (the Manager), a subsidiary of OppenheimerFunds, Inc. (OFI).

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

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

  SECURITIES VALUATION. The net asset value of shares of the Trust is normally determined twice each day, at 12:00 Noon Eastern time and at 4:00 P.M. Eastern time on each day The New York Stock Exchange (the Exchange) is open for trading. Portfolio securities are valued on the basis of amortized cost, which approximates market value.

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

  JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Trust, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. These balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings.

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

  FEDERAL TAXES. The Trust 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 to shareholders, therefore, no federal income or excise tax provision is required.

  The tax components of capital shown in the table below represent distribution requirements the Trust must satisfy under the income tax regulations, losses the Trust may be able to offset against income and gains realized in future years for federal income tax purposes.

UNDISTRIBUTED NET UNDISTRIBUTED ACCUMULATED LOSS INVESTMENT INCOME LONG-TERM GAINS CARRYFORWARD 1,2,3,4 ---------------------------------------------------------------- $230,030 $-- $ 3,007 1. As of June 30, 2004, the Trust had $2,557 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of June 30, 2004, details of the capital loss carryforward was as follows: EXPIRING 2012 $2,557 2. As of June 30, 2004, the Trust had $450 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2013. 3. During the fiscal year ended June 30, 2004, the Trust did not utilize any capital loss carryforwards. 4. During the fiscal year ended June 30, 2003, the Trust did not utilize any capital loss carryforwards. 10 | CENTENNIAL GOVERNMENT TRUST

  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 Trust.

  The tax character of distributions paid during the years ended June 30, 2004 and June 30, 2003 were as follows:

YEAR ENDED YEAR ENDED JUNE 30, 2004 JUNE 30, 2003 ------------------------------------------------------ Distributions paid from: Ordinary income $7,971,873 $19,901,454 - --------------------------------------------------------------------------------

  TRUSTEES’ COMPENSATION. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Trust. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Trust or in other Oppenheimer funds selected by the Trustee. The Trust does purchase shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Trust 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 trustees’ fees under the plan will not affect the net assets of the Trust, and will not materially affect the Trust’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan.

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

  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually.

- -------------------------------------------------------------------------------- EXPENSE OFFSET ARRANGEMENT. The reduction of custodian fees, if applicable, represents earnings on cash balances maintained by the Trust. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- OTHER. The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 income and expenses during the reporting period. Actual results could differ from those estimates. 11 | CENTENNIAL GOVERNMENT TRUST - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2. SHARES OF BENEFICIAL INTEREST

  The Trust has authorized an unlimited number of no par value shares of beneficial interest. Transactions in shares of beneficial interest were as follows:

                                    YEAR ENDED JUNE 30, 2004              YEAR ENDED JUNE 30, 2003
                                    SHARES            AMOUNT              SHARES            AMOUNT
- ------------------------------------------------------------------------------------------------------

 Sold                        3,777,626,578   $ 3,777,626,578       4,283,051,983    $ 4,283,051,983
 Dividends and/or
 distributions reinvested        8,068,973         8,068,973          19,700,770         19,700,770
 Redeemed                   (4,133,382,403)   (4,133,382,403)     (4,074,583,366)    (4,074,583,366)
                             ------------------------------------------------------------------------
 Net increase (decrease)      (347,686,852)  $  (347,686,852)        228,169,387    $   228,169,387
                             ========================================================================

- -------------------------------------------------------------------------------- 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

  MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Trust which provides for a fee at an annual rate of 0.50% of the first $250 million of the Trust’s net assets, 0.475% of the next $250 million, 0.45% of the next $250 million, 0.425% of the next $250 million, 0.40% of the next $250 million, 0.375% of the next $250 million and 0.35% of net assets in excess of $1.5 billion.

- -------------------------------------------------------------------------------- ADMINISTRATION SERVICES. The Trust pays the Manager a fee of $1,500 per year for preparing and filing the Trust's tax returns. - -------------------------------------------------------------------------------- TRANSFER AGENT FEES. Shareholder Services, Inc. (SSI) acts as the transfer and shareholder servicing agent for the Trust and for other registered investment companies. The Trust pays SSI a per account fee. For the year ended June 30, 2004, the Trust paid $937,150 to SSI for services to the Trust. - --------------------------------------------------------------------------------

  SERVICE PLAN (12B-1) FEES. The Trust has adopted a service plan. It reimburses Centennial Asset Management Corporation, the Distributor, for a portion of its costs incurred for services provided to accounts that hold shares of the Trust. Reimbursement is made quarterly, or monthly depending on asset size, at an annual rate of up to 0.20% of the average annual net assets of the Trust. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold shares of the Trust. Fees incurred by the Trust under the Plan are detailed in the Statement of Operations.

12 | CENTENNIAL GOVERNMENT TRUST - --------------------------------------------------------------------------------

  PAYMENTS AND WAIVERS OF EXPENSES. In the investment advisory agreement, the Manager guarantees that the Trust’s total expenses in any fiscal year, exclusive of taxes, interest and brokerage concessions, and extraordinary expenses such as litigation costs, shall not exceed the lesser of 1.50% of the average annual net assets of the Trust up to $30 million and 1% of its average annual net assets in excess of $30 million; or 25% of the total annual investment income of the Trust. As a result of this agreement, the Trust was reimbursed $1,689,577 for the year ended June 30, 2004. Effective September 22, 2003, the expense limitation was terminated.

  SSI has voluntarily agreed to limit transfer and shareholder servicing agent fees to 0.35% of average annual net assets of the Trust. This undertaking may be amended or withdrawn at any time.

- -------------------------------------------------------------------------------- 4. ILLIQUID SECURITIES

  As of June 30, 2004, investments in securities included issues that are illiquid. A security may be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Trust intends to invest no more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. The aggregate value of illiquid securities subject to this limitation as of June 30, 2004 was $4,330,463, which represents 0.30% of the Trust’s net assets.

13 | CENTENNIAL GOVERNMENT TRUST

A-4


                                  Appendix A

                      Description of Securities Ratings

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

SHORT TERM DEBT RATINGS.

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

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

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

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

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

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

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







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

The following ratings by Standard and Poor's for commercial paper (defined by
Standard and Poor's as debt having an original maturity of no more than 365
days) assess the likelihood of payment:
A-1: Obligation is rated in the highest category. The obligor's capacity to
meet its financial commitment on the obligation is strong. Within this
category, a plus (+) sign designation indicates the obligor's capacity to
meet its financial obligation is extremely strong.

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

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

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

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

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


Fitch, Inc. ("Fitch")
- ---------------------

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

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

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

- ------------------------------------------------------------------------------
Dominion Bond Rating Service Limited ("DBRS")

R-1: Short term debt rated "R-1 (high)" is of the highest credit quality,  and
indicates  an entity which  possesses  unquestioned  ability to repay  current
liabilities  as they  fall  due.  Entities  rated  in this  category  normally
maintain   strong   liquidity   positions,   conservative   debt   levels  and
profitability  which is both stable and above average.  Companies achieving an
"R-1  (high)"  rating are  normally  leaders in  structurally  sound  industry
segments with proven track records,  sustainable  positive  future results and
no  substantial   qualifying  negative  factors.  Given  the  extremely  tough
definition  which DBRS has established  for an "R-1 (high)",  few entities are
strong enough to achieve this rating.  Short term debt rated "R-1 (middle)" is
of  superior  credit  quality  and, in most  cases,  ratings in this  category
differ from "R-1 (high)"  credits to only a small degree.  Given the extremely
tough  definition  which  DBRS has for the "R-1  (high)"  category  (which few
companies  are  able to  achieve),  entities  rated  "R-1  (middle)"  are also
considered strong credits which typically  exemplify above average strength in
key areas of  consideration  for debt  protection.  Short term debt rated "R-1
(low)" is of  satisfactory  credit quality.  The overall  strength and outlook
for key liquidity,  debt and profitability ratios is not normally as favorable
as  with  higher  rating  categories,   but  these  considerations  are  still
respectable.  Any  qualifying  negative  factors  which  exist are  considered
manageable,  and the  entity  is  normally  of  sufficient  size to have  some
influence in its industry.

R-2:  Short term debt rated  "R-2" is of  adequate  credit  quality and within
the three subset grades  (high,  middle,  low),  debt  protection  ranges from
having reasonable  ability for timely repayment to a level which is considered
only just  adequate.  The  liquidity  and debt ratios of entities in the "R-2"
classification are not as strong as those in the "R-1" category,  and the past
and future  trend may suggest  some risk of  maintaining  the  strength of key
ratios  in  these  areas.   Alternative   sources  of  liquidity  support  are
considered  satisfactory;  however,  even the strongest liquidity support will
not improve the commercial paper rating of the issuer.  The size of the entity
may restrict  its  flexibility,  and its relative  position in the industry is
not typically as strong as the "R-1 credit".  Profitability  trends,  past and
future,  may be less  favorable,  earnings not as stable,  and there are often
negative  qualifying  factors  present  which  could also make the entity more
vulnerable to adverse changes in financial and economic conditions.

LONG TERM DEBT RATINGS.

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


Moody's
- -------

Bonds (including municipal bonds) are rated as follows:

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

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

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


Standard and Poor's
- -------------------

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

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

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


Fitch
- -----

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

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

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









B-1

                                  Appendix B

- ------------------------------------------------------------------------------
                           Industry Classifications
- ------------------------------------------------------------------------------

Aerospace & Defense               Industrial Conglomerates
Air Freight & Couriers            Insurance
Airlines                          Internet & Catalog Retail
Asset Backed Securities           Internet Software & Services
Auto Components                   IT Services
Automobiles                       Leasing & Factoring
Beverages                         Leisure Equipment & Products
Biotechnology                     Machinery
Broker-Dealer                     Marine
Building Products                 Media
Capital Markets                   Metals & Mining
Chemicals                         Multiline Retail
Commercial Banks                  Multi-Utilities
Commercial Finance                Municipal
Commercial Services & Supplies    Office Electronics
Communications Equipment          Oil & Gas
Computers & Peripherals           Paper & Forest Products
Construction & Engineering        Personal Products
Construction Materials            Pharmaceuticals
Consulting & Services             Real Estate
Consumer Finance                  Repurchase Agreements
Containers & Packaging            Road & Rail
Distributors                      Semiconductor and Semiconductor Equipment
Diversified Financial Services    Software
Diversified Telecommunication     Special Purpose Financial
Services
Electric Utilities                Specialty Retail
Electrical Equipment              Textiles, Apparel & Luxury Goods
Electronic Equipment &            Thrifts & Mortgage Finance
Instruments
Energy Equipment & Services       Tobacco
Food & Staples Retailing          Trading Companies & Distributors
Food Products                     Transportation Infrastructure
Foreign Government                U.S. Government Agencies-Full Faith and Credit
                                  Agencies
Gas Utilities                     U.S. Government Agencies-Government Sponsored
                                  Enterprises
Health Care Equipment & Supplies  U.S. Government Instrumentalities
Health Care Providers & Services  U.S. Government Obligations
Hotels Restaurants & Leisure      Water Utilities
Household Durables                Wireless Telecommunication Services












- ------------------------------------------------------------------------------
Centennial Government Trust
- ------------------------------------------------------------------------------

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

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

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

Custodian of Portfolio Securities
Citibank, N.A.
111 Wall Street
New York, New York 10005


Independent Registered Public Accounting Firm

Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Counsel to the Trust
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

Counsel to the Independent Trustees
Mayer, Brown, Rowe & Maw, LLP
1675 Broadway
New York, New York 10019


PX0170.001.0804


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

                         CENTENNIAL GOVERNMENT TRUST

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION



Item 22.  Exhibits
- ------------------


(a)   (i)   Restated   Declaration   of  Trust  dated   September   27,  1985:
Previously filed with Registrant's  Post-Effective  Amendment No. 9 (9/27/85),
and refiled with  Registrant's  Post-Effective  Amendment  No. 23  (10/28/94),
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

      (ii)  Amendment  to the  Declaration  of Trust  dated  February 9, 2001:
Previously   filed  with   Registrant's   Post  Effective   Amendment  No.  33
(10/25/01), and incorporated herein by reference.

      (iii) Amendment No. 2 to the Restated  Declaration of Trust dated August
27, 2002:  Previously filed with Registrant's Post Effective  Amendment No. 34
(10/18/02), and incorporated herein by reference.

(b)   By-Laws,  as amended and restated  through October 24, 2000:  Previously
filed with  Registrant's  Post  Effective  Amendment  No. 33  (10/25/01),  and
incorporated herein by reference.

(c)   Specimen Share  Certificate:  Previously  filed with  Registrant's  Post
Effective Amendment No. 33 (10/25/01), and incorporated herein by reference.


(d)   Amended and Restated  Investment  Advisory Agreement dated September 19,
2003: Filed herewith.


      (e)   (i)   General Distributor's  Agreement Centennial Asset Management
Corporation  dated October 13, 1992:  Previously filed with  Registrant's Post
Effective Amendment No. 21 (10/29/93), and incorporated herein by reference.

         (ii)     Sub-Distributor's   Agreement   between   Centennial   Asset
Management  Corporation and OppenheimerFunds  Distributor,  Inc. dated May 28,
1993:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 21
(10/29/93), and incorporated herein by reference.

            (iii) Form of Dealer  Agreement  of  Centennial  Asset  Management
Corporation:  Previously filed with Registrant's  Post-Effective Amendment No.
6 (10/26/84)  and refiled with  Registrant's  Post-Effective  Amendment No. 23
(10/28/94),  pursuant to Item 102 of Regulation S-T and incorporated herein by
reference.

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


(g)   (i) Global Custodial  Services  Agreement dated May 3, 2003, and amended
on July 15, 2003 between Registrant and Citibank,  N.A., Previously filed with
Pre-effective  Amendment  #1 to  the  Registration  Statement  of  Oppenheimer
International  Large Cap Core Trust (Reg.  No.  33-106014)  on August 8, 2003,
and incorporated herein by reference.

      (ii) Amended and Restated Foreign Custody Manager Agreement date July
15, 2003 between Registrant and Citibank, N.A. Previously filed with
Pre-effective Amendment #1 to the Registration Statement of Oppenheimer
International Large Cap Core Trust (Reg. No. 33-106014) on August 8, 2003,
and incorporated herein by reference.


(h)   Not applicable.

(i)   Opinion and Consent of Counsel  dated  April 7, 1982:  Previously  filed
 with  Registrant's  Pre-Effective  Amendment  No. 1  (4/13/82),  refiled with
 Registrant's  Post-Effective  Amendment No. 23  (10/28/94),  pursuant to Item
 102 of Regulation S-T and incorporated herein by reference.


(j)   Independent Auditors' Consent: Filed herewith.


(k)   Not applicable.

(l)   Not applicable.

(m)   Service Plan and  Agreement  between  Registrant  and  Centennial  Asset
Management  Corporation  under Rule 12b-1 dated  August 24,  1993:  Previously
filed with  Registrant's  Post-Effective  Amendment  No. 21,  (10/29/93),  and
incorporated herein by reference.


(n)   Not applicable.

(o)   Powers  of  Attorneys   for  John  V.  Murphy,   Brian  Wixted  and  all
Trustees/Directors Officers: Filed herewith.


(p)   Amended and Restated Code of Ethics of the  Oppenheimer  Funds dated May
15, 2002 under Rule 17j-1 of the  Investment  Company Act of 1940:  Previously
filed with  Post-Effective  Amendment No. 29 to the Registration  Statement of
Oppenheimer  Discovery  Fund (Reg. No.  33-371),  11/21/02,  and  incorporated
herein by reference.


Item 23. - Persons Controlled by or Under Common Control with the Fund
- ----------------------------------------------------------------------


None.


Item 24. - Indemnification
- --------------------------

Reference is made to the provisions of Article Seven of Registrant's Amended
and Restated Declaration of Trust filed as Exhibit 22(a) to this Registration
Statement, and incorporated herein by reference.


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


Item 25.  Business and Other Connections of Investment Adviser
- --------  ----------------------------------------------------

(a)   Centennial Asset Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts A and
B hereof and listed in Item 25(b) below.


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







- ---------------------------------------------------------------------------------
Name and Current Position
with Centennial Asset
Management Corporation       Other Business and Connections During the Past Two
                             Years
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan,                 Vice President of OppenheimerFunds Distributor,
Vice President               Inc., Shareholder Services, Inc. and OFI Private
                             Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante,           As of January 2002: Vice President and Secretary
Secretary                    of OppenheimerFunds, Inc.; Secretary of
                             OppenheimerFunds, Distributor, Inc., Oppenheimer
                             Partnership Holdings, Inc., Oppenheimer Real Asset
                             Management, Inc., Shareholder Financial Services,
                             Inc., Shareholder Services, Inc.; Assistant
                             Secretary of HarbourView Asset Management
                             Corporation, OFI Private Investments, Inc.,
                             Oppenheimer Trust Company and OFI Institutional
                             Asset Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert Bishop                Vice President of OppenheimerFunds, Inc.;
Treasurer                    Treasurer of OppenheimerFunds Distributor, Inc.

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

Susan Cornwell               Vice President of OppenheimerFunds, Inc. and
Vice President               Shareholder Financial Services, Inc.: Senior Vice
                             President of Shareholder Services Inc.

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

Kathleen Ives                Vice President and Assistant Secretary of
Assistant Secretary          OppenheimerFunds, Inc, OppenheimerFunds
                             Distributor, Inc. and Shareholder Services, Inc.;
                             Assistant Secretary of Shareholder Financial
                             Services Inc. and OppenheimerFunds Legacy Program.

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Murphy,                 Chairman, President, Chief Executive Officer and
Director                     Director of OppenheimerFunds, Inc.; Director of
                             OppenheimerFunds Distributor, Inc., President of
                             HarbourView Asset Management Corporation, Trinity
                             Investments Management Corporation, OFI Private
                             Investments, Inc., OFI Institutional Asset
                             Management, Inc. and Tremont Advisers, Inc.;
                             President and Director of Oppenheimer Acquisition
                             Corp., Oppenheimer Partnership Holdings, Inc.,
                             Oppenheimer Real Asset Management, Inc.; Chairman
                             and Director of Shareholder Financial Services,
                             Inc. and Shareholder Services, Inc.; Executive
                             Vice President of MassMutual Life Insurance
                             Company; director of DLB Acquisition Corp.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James H. Ruff,               Executive Vice President of OppenheimerFunds, Inc.
President & Director         and OFI Private Investments, Inc.; President and
                             director of OppenheimerFunds Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Mark S. Vandehey,            Senior Vice President of OppenheimerFunds, Inc.,
Vice President               OppenheimerFunds Distributor, Inc. and Shareholder

                             Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack               General Counsel and Director of OppenheimerFunds
General Counsel,             Distributor, Inc.; Senior Vice President and
                             General Counsel of HarbourView Asset Management
                             Corporation and OFI Institutional Asset
                             Management, Inc.; Senior Vice President, General
                             Counsel and Director of Shareholder Financial
                             Services, Inc., Shareholder Services, Inc., OFI
                             Private Investments, Inc. and Oppenheimer Trust
                             Company; Vice President and Director of
                             Oppenheimer Partnership Holdings, Inc.; Secretary
                             of OAC Acquisition Corp.; Director and Assistant
                             Secretary of OppenheimerFunds International Ltd.;
                             Director of Oppenheimer Real Asset Management,
                             Inc.; Senior Vice President and General Counsel of
                             OppenheimerFunds, Inc.; Vice President of
                             OppenheimerFunds Legacy Program.
- ---------------------------------------------------------------------------------

The Oppenheimer Funds include the following:


Bond Fund Series
   Oppenheimer Convertible Securities Fund
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer AMT Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund

Oppenheimer Integrity Funds
   Oppenheimer Bond Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Large-Cap Core Trust
   Oppenheimer International Large-Cap Core Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Trust
   Oppenheimer International Value Fund
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
   Oppenheimer Main Street Fund
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):

     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals

Oppenheimer Municipal Fund
   Limited Term Municipal Fund
Oppenheimer Principal Protected Trust
      Oppenheimer Principal Protected Main Street Fund
Oppenheimer Principal Protected Trust II
   Oppenheimer Principal Protected Main Street Fund II

Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Value Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small Cap Value Fund

Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Select Value Fund
Oppenheimer Series Fund, Inc. (2 series):

     Oppenheimer Disciplined Allocation Fund
     Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer U.S. Government Trust

Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Aggressive Growth Fund/VA

     Oppenheimer Bond Fund/VA
      Oppenheimer Balanced Fund/VA

     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Growth Portfolio
     Government Securities Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio

Rochester Fund Municipals
Rochester Portfolio Series
   Limited Term New York Municipal Fund


The address of the  Oppenheimer  funds  listed  above,  Shareholder  Financial
Services,  Inc.,  Shareholder  Services,  Inc.,   OppenheimerFunds   Services,
Centennial   Asset   Management   Corporation,   Centennial   Capital   Corp.,
Oppenheimer Real Asset Management,  Inc. and  OppenheimerFunds  Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.


The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management  Corporation,  Oppenheimer  Partnership Holdings,
Inc.,  Oppenheimer  Acquisition  Corp.,  OFI Private  Investments,  Inc.,  OFI
Institutional  Asset  Management,  Inc. and  Oppenheimer  Trust Company is 225
Liberty Street-11th Floor, New York, New York 10281-1008.


The address of Tremont  Advisers,  Inc. is 555 Theodore  Fremd  Avenue,  Suite
206-C, Rye, New York 10580.

The  address  of  OppenheimerFunds  International  Ltd.  is Bloc C, Irish Life
Center, Lower Abbey Street, Dublin 1, Ireland.

The address of Trinity Investment  Management  Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.


Item 26.  Principal Underwriter
- -------   ---------------------

(a)   Centennial Asset Management Corporation is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Centennial Asset
Management Corporation is the investment adviser, as described in Part A and
B of this Registration Statement and listed in Item 25(b) above.


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

- ---------------------------------------------------------------------------------
Name & Principal                                          Position(s) and
Business Address     Position(s) & Office(s) with         Office(s)
                     Underwriter                          with Registrant
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan(1)       Vice President                       None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante(1) Secretary                            None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Robert J. Bishop(2)  Treasurer                            None

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

Susan Cornwell(2)    Vice President                       None

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

Kathleen T. Ives(2)  Assistant Secretary                  Assistant Secretary

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John V. Murphy(1)    Director                             President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James H. Ruff(1)     President & Director                 None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Mark Vandehey(2)     Vice President                       Vice President and
                                                          Chief Compliance
                                                          Officer

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack(1)    General Counsel                      Vice President &
                                                          Secretary
- ---------------------------------------------------------------------------------


(1)225 Liberty Street-11th Floor, New York, NY 10281-1008
(2)6803 South Tucson Way, Centennial, CO 80112-3924

(c)   Not applicable.
Item 27. Location of Accounts and Records
- -----------------------------------------


The  accounts,  books  and  other  documents  required  to  be  maintained  by
Registrant  pursuant to Section  31(a) of the  Investment  Company Act of 1940
and rules  promulgated  thereunder are in the possession of  OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.


Item 28. Management Services
- ----------------------------


Not applicable


Item 29. Undertakings
- ---------------------


Not applicable.









                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment  Company Act of 1940,  the  Registrant  certifies that it meets all
the requirements for effectiveness of this Registration  Statement pursuant to
Rule  485(b)  under  the  Securities  Act of 1933  and has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of New York and State of New York on
the on the 26th day of August, 2004.

                                                   CENTENNIAL GOVERNMENT TRUST

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

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


/s/ William L. Armstrong *    Chairman & Trustee            August 26, 2004
- ----------------------------------
William L. Armstrong


/s/ John V. Murphy*           President & Principal

- ----------------------------------                          Executive Officer
August 26, 2004
John V. Murphy


/s/ Brian W. Wixted*          Treasurer & Principal         August 26, 2004
- ----------------------------------                          Financial and
Brian W. Wixted               Accounting Officer


/s/ Robert G. Avis*           Trustee                       August 26, 2004

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


/s/ George Bowen*             Trustee                       August 26, 2004

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


s/ Edward L. Cameron *        Trustee                       August 26, 2004

- ----------------------------------
Edward L. Cameron



/s/ Jon S. Fossel*            Trustee                       August 26, 2004

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


/s/ Sam Freedman*             Trustee                       August 26, 2004

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


/s/Richard F. Grabish*        Trustee                       August 26, 2004

- ----------------------------------
Richard F. Grabish


/s/ Beverly L. Hamilton*      Trustee                       August 26, 2004

- ----------------------------------
Beverly L. Hamilton


/s/ Robert J. Malone*         Trustee                       August 26, 2004

- ----------------------------------
Robert J. Malone


/s/ F. William Marshall, Jr.  Trustee                       August 26, 2004

- ----------------------------------
F. William Marshall, Jr.


*By: /s/ Tane T. Tyler

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

Tane T. Tyler, Attorney-in-Fact







                         CENTENNIAL GOVERNMENT TRUST


                      Registration Statement No. 2-75812


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


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


22(d)             Amended and Restated Investment Advisory Agreement

22(j)             Independent Auditors' Consent

22 (o)                  Power of Attorneys for:
                        William L. Armstrong
                        John V. Murphy
                        Brian W. Wixted
                        Robert G. Avis
                        George Bowen
                        Edward L. Cameron
                        Jon S. Fossel
                        Sam Freedman
                        Richard F. Grabish
                        Beverly L. Hamilton
                        Robert J. Malone
                        F. William Marshall, Jr.








ProSAI\170\170 Part C (07-30-04).doc)

EX-99.D

                                 AMENDED AND RESTATED
                            INVESTMENT ADVISORY AGREEMENT

     AGREEMENT made as of the 19th day of September,  2003, by and between  CENTENNIAL
GOVERNMENT  TRUST  (hereinafter  called the "Fund"),  and CENTENNIAL  ASSET MANAGEMENT
CORPORATION (hereinafter called the "Management Corporation").

                                     WITNESSETH:

     WHEREAS,  the  Fund is an  open-end  diversified  management  investment  company
registered as such with the  Securities  and Exchange  Commission  (the  "Commission")
pursuant to the Investment  Company Act of 1940 (the  "Investment  Company Act"),  and
the Management Corporation is a registered investment adviser;

     NOW,  THEREFORE,  in consideration  of the mutual promises and agreements  herein
contained  and other good and valuable  consideration,  the receipt of which is hereby
acknowledged, it is agreed by and between the parties hereto as follows:

1.   General

     The Management  Corporation agrees, all as more fully set forth herein, to act as
investment  adviser  to the Fund with  respect to the  investment  of its  assets;  to
supervise and arrange the purchase of securities  for and the sale of securities  held
in the  portfolio of the Fund;  and to furnish  personnel  and  facilities as shall be
required to provide effective administration of the Fund.

2.   Duties and Obligations of the Management  Corporation with respect to Investments
     of Assets of the Fund

     (a)  Subject to the  succeeding  provisions  of this  section  and subject to the
direction  and  control  of  the  Board  of  Trustees  of  the  Fund,  the  Management
Corporation shall:

         (i)   Regularly  provide  investment advice and  recommendations  to the Fund
               with respect to its investments,  investment  policies and the purchase
               and sale of securities;

         (ii)  Supervise  continuously  the  investment  program  of the  Fund and the
               composition of its portfolio; and

         (iii) Arrange,  subject to the  provisions of paragraph  "4" hereof,  for the
               purchase  of  securities  and  other  investments  for and the  sale of
               securities and other investments held in the portfolio of the Fund.

      (b) Any investment  advice  furnished by the Management  Corporation  under this
section  shall at all times conform to, and be in accordance  with,  any  requirements
imposed by: (1) the  provisions  of the  Investment  Company  Act of 1940,  and of any
rules or regulations in force thereunder;  (2) any other applicable  provision of law;
(3) the  provisions  of the  Declaration  of Trust and  By-Laws of the Fund as amended
from time to time;  (4) any  policies and  determinations  of the Board of Trustees of
the Fund;  and (5) the terms of the  registration  statement  of the Fund,  as amended
from time to time, under the Securities Act of 1933 and the Investment  Company Act of
1940.

      (c) The  Management  Corporation  shall  give the Fund the  benefit  of its best
judgment and effort in rendering services  hereunder,  but the Management  Corporation
shall  not be  liable  for  any  loss  sustained  by  reason  of the  adoption  of any
investment  policy  or  the  purchase,  sale  or  retention  of  any  security  on its
recommendation,  whether or not such recommendation shall have been based upon its own
investigation  and  research  or upon  investigation  and  research  made by any other
individual,  firm or corporation, if such recommendation shall have been made and such
other  individual  firm or  corporation  shall have been selected with due care and in
good faith.  Nothing  herein  contained  shall,  however,  be construed to protect the
Management  Corporation  against any liability to the Fund or its security  holders by
reason of willful  misfeasance,  bad faith or gross  negligence in the  performance of
its duties,  or by reason of its  reckless  disregard  of its  obligations  and duties
under this Agreement.

      (d) Nothing in this Agreement  shall prevent the  Management  Corporation or any
officer  thereof  from  acting as  investment  adviser for any other  person,  firm or
corporation  and shall not in any way limit or restrict the Management  Corporation or
any of its directors,  officers,  stockholders  or employees  from buying,  selling or
trading any  securities  for its or their own  accounts or for the  accounts of others
for whom it or they may be acting,  provided  however that the Management  Corporation
expressly  represents  that it will  undertake no activities  which,  in its judgment,
will  adversely  affect  the  performance  of its  obligations  to the Fund under this
Agreement.

3.    Allocation of Expenses

      The  Management   Corporation  shall  at  its  expense  provide  all  executive,
administrative  and  clerical  personnel  as shall be  required  to provide  effective
administration  for the Fund,  including the  compilation  and  maintenance of records
with respect to its  operations as may  reasonably be required;  the  preparation  and
filing  of such  reports  with  respect  thereto  as  shall  be  required  by rules or
regulations promulgated by the Securities and Exchange Commission;  the composition of
registration  statements  required by Federal  securities  laws for continuous  public
sale of shares of the Fund;  composition  of  periodic  reports  with  respect  to its
operations for the  shareholders  of the Fund; and  composition of proxy materials for
meetings of the Fund's  shareholders.  The Management  Corporation  shall,  at its own
cost and expense,  also provide the Fund with adequate  office space,  facilities  and
equipment.  The  Management  Corporation  shall,  at its  own  expense,  provide  such
officers for the Fund as the Fund's  Board may  request.  All other costs and expenses
not expressly  assumed by the Management  Corporation  under this Agreement,  or to be
paid by the General  Distributor of the shares of the Fund, shall be paid by the Fund,
including,  but not limited to (i) interest and taxes; (ii) brokerage commissions,  if
any;  (iii)  insurance  premiums  for  fidelity  and other  coverage  requisite to its
operations;   (iv)  compensation  and  expenses  of  its  Trustees  other  than  those
associated  or  affiliated  with the  Management  Corporation;  (v)  legal  and  audit
expenses;  (vi)  custodian  and  transfer  agent  fees and  expenses;  (vii)  expenses
incident to the redemption of its shares;  (viii) expenses incident to the issuance of
its shares against payment therefore by or on behalf of the subscribers thereto;  (ix)
fees and expenses,  other than as hereinabove  provided,  incident to the registration
under  Federal and State  securities  laws of shares of the Fund for public sale;  (x)
expenses of printing and mailing reports,  notices, and proxy material to shareholders
of the Fund;  (xi) except as noted above,  all other  expenses  incidental  to holding
regular  annual  meetings  of the Fund's  shareholders;  and (xii) such  extraordinary
non-recurring  expenses as may arise,  including litigation affecting the Fund and the
legal  obligation  which the Fund may have to indemnify its officers and Trustees with
respect thereto.

4.    Portfolio Transactions and Brokerage

      (a) The Management  Corporation is authorized,  for the purchase and sale of the
Fund's  portfolio  securities,  to employ such securities  dealers as may, in the best
judgment of the  Management  Corporation,  implement  the policy of the Fund to obtain
prompt and reliable  execution of orders at the most  favorable net price.  Consistent
with this policy, the Management  Corporation is authorized to direct the execution of
the Fund's portfolio  transactions to dealers  furnishing  statistical  information or
research  deemed  by the  Management  Corporation  to be  useful  or  valuable  to the
performance of its investment advisory functions for the Fund.

5.    Compensation of the Management Corporation

      The  Fund  agrees  to  pay  the  Management   Corporation   and  the  Management
Corporation  agrees to accept as full  compensation  for all services  rendered by the
Management  Corporation as such, an annual fee payable monthly and computed on the net
asset value of the Fund as of the close of business each day at the  following  annual
rates:

         .500% of the first $250 million of net assets;
         .475% of the next $250 million of net assets;
         .450% of the next $250 million of net assets;
         .425% of the next $250 million of net assets;
         .400% of the next $250 million of net assets;
         .375% of the next $250 million of net assets; and
         .350% of net assets in excess of $1.5 billion.








 6.   Use of Name

      The  Management   Corporation   hereby  grants  to  the  Fund  a   royalty-free,
non-exclusive  license to use the name  "Centennial"  in the name of the Fund, and any
trademarks  or service  marks,  whether or not  registered,  which it may own.  To the
extent  necessary  to  protect  the  Management   Corporation's  rights  to  the  name
"Centennial"   under   applicable   law,  such  license  shall  allow  the  Management
Corporation  to inspect  and,  subject to control  by the Fund's  Board,  control  the
nature and  quality of services  offered by the Fund under such name.  The license may
be terminated by the  Management  Corporation  upon  termination  of this Agreement in
which case the Fund shall have no further  right to use the name  "Centennial"  in its
name or otherwise or any of such marks,  and the Fund, the holders of its shares,  and
its officers and Trustees  shall  promptly  take  whatever  action may be necessary to
change its name  accordingly.  The name  "Centennial" or any of said marks may be used
or licensed by the Management  Corporation in connection  with any of its  activities,
or licensed by the Management Corporation to any other party.

7.    Duration and Termination

      (a) This  Agreement  shall go into  effect on the date first set forth above and
shall continue in effect until  December 31, 1991,  and thereafter  from year to year,
but only so long as such  continuance  is  specifically  approved at least annually by
the Board of  Trustees,  including  the vote of a majority of the Trustees of the Fund
who are not  parties to this  Agreement  or  "interested  persons"  (as defined in the
Investment  Company Act of 1940) of any such party cast in person at a meeting  called
for the  purpose  of  voting  on such  approval,  or by the vote of the  holders  of a
"majority"  (as so defined) of the  outstanding  voting  securities of the Fund and by
such a vote of the Board of Trustees.

      (b) This Agreement may be terminated by the  Management  Corporation at any time
without  penalty upon giving the Fund sixty days' written  notice (which notice may be
waived by the  Fund) and may be  terminated  by the Fund at any time  without  penalty
upon giving the Management  Corporation sixty days' notice (which notice may be waived
by the Management  Corporation),  provided that such  termination by the Fund shall be
directed  or  approved  by the vote of a majority  of all of the  Trustees of the Fund
then in  office or by the vote of the  holders  of a  "majority"  (as  defined  in the
Investment  Company  Act of 1940)  of the  voting  securities  of the Fund at the time
outstanding and entitled to vote. This Agreement shall automatically  terminate in the
event of its  "assignment"  (as that term is defined in the Investment  Company Act of
1940).

8.    Disclaimer of Shareholder Liability

      The Management  Corporation  understands  that the obligations of this Agreement
are not binding upon any Trustee or shareholder of the Fund personally,  but bind only
the Fund's property.  The Management  Corporation represents that it has notice of the
provisions of the Declaration of Trust disclaiming  Trustee and shareholder  liability
for acts or obligations of the Fund.

      IN WITNESS WHEREOF,  the parties hereto have caused the foregoing  instrument to
be executed by their duly authorized officers as of the 19th day of September, 2003.

                             CENTENNIAL GOVERNMENT TRUST
  Attest:                    /s/ Robert G. Zack
  ___________________   By:_____________________________________
                             Robert G. Zack,
                             Vice President and Secretary

                             CENTENNIAL ASSET MANAGEMENT CORPORATION

  Attest:                    /s/ Katherine P. Feld
  ___________________   By:______________________________________
                             Katherine P. Feld,
                             Secretary

EX-99.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the use in this  Post-Effective  Amendment No. 37 to  Registration
Statement No. 2-75812 of Centennial  Government Trust on Form N-1A of our report
dated August 13, 2004,  appearing in the  Statement of  Additional  Information,
which is part of such Registration  Statement,  and to the reference to us under
the headings "Independent  Auditors" in the Statement of Additional  Information
and  "Financial  Highlights"  in the  Prospectus,  which  is  also  part of such
Registration Statement.



/s/ Deloitte & Touche LLP


Deloitte & Touche LLP


Denver, Colorado
August 23, 2004

EX-24

                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/William L. Armstrong
- ------------------------------
William L. Armstrong


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Avis\CGT.doc






&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/Robert G. Avis
- ------------------------------
Robert G. Avis


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Bowen\CGT.doc







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                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/George C. Bowen
- ------------------------------------
George C. Bowen


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Cameron\CGT.doc







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                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/Edward L. Cameron
- ------------------------------------
Edward L. Cameron


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Fossel\CGT.doc







&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/Jon S. Fossel
- ------------------------------
Jon S. Fossel


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Freedman\CGT.doc










&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/Sam Freedman
- ------------------------------
Sam Freedman


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Grabish\CGT.doc







&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&

/s/ Richard F. Grabish
- ------------------------
Richard F. Grabish


Witness:_______________________________
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Hamilton\CGT.doc







&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/Beverly Hamilton
- ------------------------------------
Beverly Hamilton


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Malone\CGT.doc







&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in  my  capacity  as a  Trustee  of  Centennial
Government Trust (the "Trust"),  to sign on my behalf any and all Registration
Statements   (including   any   post-effective   amendments  to   Registration
Statements)  under the Securities  Act of 1933, the Investment  Company Act of
1940 and any  amendments  and  supplements  thereto,  and proxy  statements or
other  documents  in  connection  thereunder,  and to file the same,  with all
exhibits thereto, and other documents in connection  therewith,  with the U.S.
Securities and Exchange Commission,  granting unto said  attorneys-in-fact and
agents,  and each of them, full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done in and  about the
premises,  as fully as to all intents  and  purposes as I might or could do in
person,  hereby ratifying and confirming all that said  attorneys-in-fact  and
agents,  and  each of them,  may  lawfully  do or  cause to be done by  virtue
hereof.
..


Dated this 28th  day of June, 2004





&


/s/Robert J. Malone
- ------------------------------------
Robert J. Malone


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Murphy\CGT.doc







&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me  and  in my  capacity  as a  Trustee,  President  and
Principal Executive Officer of Centennial  Government Trust (the "Trust"),  to
sign  on  my  behalf  any  and  all  Registration  Statements  (including  any
post-effective  amendments to  Registration  Statements)  under the Securities
Act of  1933,  the  Investment  Company  Act of 1940  and any  amendments  and
supplements  thereto,  and proxy  statements or other  documents in connection
thereunder,  and to file  the  same,  with all  exhibits  thereto,  and  other
documents  in  connection  therewith,  with the U.S.  Securities  and Exchange
Commission,  granting  unto said  attorneys-in-fact  and  agents,  and each of
them,  full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the premises,  as fully as to
all intents and  purposes as I might or could do in person,  hereby  ratifying
and confirming all that said  attorneys-in-fact  and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
..


Dated this 28th  day of June, 2004





&


/s/John V. Murphy
- ------------------------------
John V. Murphy


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&


I:\shardata\ossexec\SHARDATA\Denver Board\2004\POA\Wixted\CGT.doc






&


                                   POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the undersigned,  constitutes
and  appoints  Tane T.  Tyler and  Mitchell  J.  Lindauer  each as my true and
lawful  attorney-in-fact  and  agent,  with  full  power of  substitution  and
resubstitution,  for  me and  in my  capacity  as a  Treasurer  and  Principal
Financial  and  Accounting   Officer  of  Centennial   Government  Trust  (the
"Trust"), to sign on my behalf any and all Registration  Statements (including
any   post-effective   amendments  to  Registration   Statements)   under  the
Securities Act of 1933, the Investment  Company Act of 1940 and any amendments
and  supplements   thereto,   and  proxy  statements  or  other  documents  in
connection  thereunder,  and to file the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with  the  U.S.  Securities  and
Exchange  Commission,  granting unto said  attorneys-in-fact  and agents,  and
each of them,  full power and  authority  to do and perform each and every act
and thing  requisite and  necessary to be done in and about the  premises,  as
fully as to all  intents  and  purposes  as I might  or  could  do in  person,
hereby  ratifying and confirming all that said  attorneys-in-fact  and agents,
and each of them, may lawfully do or cause to be done by virtue hereof.
..


Dated this 28th  day of June, 2004





&


/s/Brian W. Wixted
- ------------------------------------
Brian W. Wixted


Witness: /s/Kathleen Ives
        ----------------------------
        Kathleen Ives
        Assistant Secretary




&