JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.            
100 North Greene Street, Greensboro, North Carolina 27420
1-800-458-4498


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held December 3, 1996

To the Shareholders of Jefferson-Pilot Investment Grade Bond Fund, Inc.:

Notice is hereby given that a Special Meeting of the Shareholders of
Jefferson-Pilot Investment Grade Bond Fund, Inc. ("JP Fund"), an open-end,
management investment company, will be held at the Jefferson-Pilot
Building (4th Floor, Room B-2), 100 North Greene Street, Greensboro, North
Carolina 27420 at 10:00 A.M., local time, on December 3, 1996, and any
adjournments thereof (the "Meeting"), for the following purposes: 

1.    To consider and vote upon the approval or disapproval of the
      Agreement and Plan of Reorganization dated as of October 8, 1996 (the
      "Reorganization Agreement") by and among JP Fund, Jefferson-Pilot
      Corporation, Oppenheimer Integrity Funds on behalf of its series,
      Oppenheimer Bond Fund ("Oppenheimer Fund"), and OppenheimerFunds,
      Inc., and the transactions contemplated thereby (the
      "Reorganization"), including (i) the transfer of substantially all
      the assets of JP Fund to Oppenheimer Fund in exchange for Class A
      shares of Oppenheimer Fund, (ii) the distribution of such shares of
      Oppenheimer Fund to shareholders of JP Fund in liquidation of JP
      Fund, and (iii) the cancellation of the outstanding shares of JP Fund
      ("Proposal 1");

2.    To elect to the Board of Directors five (5) directors to hold office
      until the earlier of (i) the dissolution of JP Fund or (ii) the next
      annual meeting of shareholders of JP Fund called for the purpose of
      electing directors, or until their successors are elected and
      qualified ("Proposal 2");

3.    To ratify or reject the selection of McGladrey & Pullen LLP as JP
      Fund's independent auditors for the current fiscal year ("Proposal
      3"); and

4.    To act upon such other matters as may properly come before the
      Meeting. 

The Proposals are more fully described in the accompanying Proxy Statement
and Prospectus and a copy of the Reorganization Agreement is attached as
Exhibit A thereto.  JP Fund shareholders of record at the close of
business on October 10, 1996 are entitled to notice of, and to vote at,
the Meeting.  Please read the Proxy Statement and Prospectus carefully
before telling us, through your proxy or in person, how you wish your
shares to be voted.  The Board of Directors of JP Fund recommends a vote
in favor of each Proposal and to elect each of the nominees as Director. 
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Directors,

J. Gregory Poole, Secretary

October 28, 1996


Shareholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed proxy and to date, sign and
return it in the accompanying postage-paid envelope.  To avoid unnecessary
duplicate mailings, we ask your cooperation in promptly mailing your proxy
no matter how large or small your holdings may be.

QUESTIONS AND ANSWERS ABOUT THE PROPOSED REORGANIZATION

1. What is the Reorganization?

The proposed Reorganization provides for the transfer of substantially all
the assets of Jefferson-Pilot Investment Grade Bond Fund, Inc. ("JP Fund")
to Oppenheimer Bond Fund ("Oppenheimer Fund"), the issuance of Class A
shares of Oppenheimer Fund to JP Fund for distribution to its shareholders
and the cancellation of the outstanding shares of JP Fund.  The number of
Class A shares of Oppenheimer Fund that will be received by shareholders
of JP Fund will be determined on the basis of the relative net asset
values of Oppenheimer Fund and JP Fund.  Although the number of shares of
Oppenheimer Fund issued to a shareholder of JP Fund may be greater or
fewer than the number of JP Fund shares that he or she holds, the value
of the shares of Oppenheimer Fund issued in the Reorganization will be
equal to the value of his or her JP Fund shares.

The Reorganization has been proposed in connection with a proposed
acquisition by OppenheimerFunds, Inc. ("OFI") of the assets of JP
Investment Management Company ("JPM"), the investment adviser to JP Fund. 
OFI is discussed in greater detail below.

Shareholders are directed to read the accompanying Proxy Statement and
Prospectus for further information about the Reorganization and related
matters.  Additional information about Oppenheimer Fund is set forth in
its accompanying Prospectus.

2. What are the reasons for the Reorganization?

Jefferson-Pilot Corporation ("JPC"), in the course of a review of its
business, concluded that it should invest its capital resources in its
core insurance business and communications operations rather than
investing in the expansion of mutual fund assets being managed by JPM (or
another investment management subsidiary).  Because managing mutual fund
investment portfolios in an efficient and profitable manner can only be
achieved by managing aggregate assets significantly in excess of the
amount of assets currently being managed by JPM, JPC has decided to sell
the assets of JPM and thereby leave the business of managing mutual fund
investment portfolios.  This decision requires that alternative
arrangements be made for the management of the assets of the four mutual
funds (including JP Fund) managed by JPM.  The Reorganization would result
in OFI taking over management of the investment portfolio of JP Fund when
JPM is sold.

3. What benefits to shareholders may result from this Reorganization?

The Board of Directors of JP Fund has determined that, among other things,
the Reorganization would afford the shareholders of JP Fund:  1) the
capabilities and resources of OFI and its affiliates in the area of fixed-
income investment management, distribution, shareholder services and
marketing, and 2) the ability to exchange their Oppenheimer Fund shares
for shares of a wider variety of funds and portfolios within the
OppenheimerFunds family.

4. Who is paying the expenses of the Reorganization?

All expenses of the Reorganization will be paid by the respective
investment advisers to JP Fund and Oppenheimer Fund and not JP Fund or
Oppenheimer Fund. 

5. Who is OppenheimerFunds, Inc.?

OFI and its subsidiaries are engaged principally in the business of
managing, distributing and servicing registered investment companies.  OFI
has operated as an investment adviser since 1959.  OFI is indirectly
controlled by Massachusetts Mutual Life Insurance Company.  As of
September 30, 1996, OFI and a subsidiary had assets of more than $55
billion under management in more than 60 mutual funds.

6. Do the Oppenheimer funds have a sales charge?

Yes, the Oppenheimer funds impose a sales charge, other than their money
market funds (with one exception).  However, there will be no commission
or sales load of any kind charged in connection with the Class A shares
issued in this Reorganization.  Purchases of Class A shares of Oppenheimer
Fund in addition to those received in exchange for JP Fund shares in the
Reorganization will, nonetheless, be assessed any applicable sales charge. 
See the accompanying documents for further details.

7. May I exchange between other Oppenheimer funds without a sales charge
or exchange fee?

Yes.  As a shareholder of Oppenheimer Fund after this Reorganization, you
will be able to exchange your Class A shares for Class A shares of other
Oppenheimer funds without payment of any sales charges or exchange fees. 
Exchange privileges may be modified or discontinued at any time.

8. Where can I get prospectuses and other information on the Oppenheimer
funds?

Call OppenheimerFunds Services at 1-(800) 525-7048.  They will be pleased
to supply you with prospectuses and other documentation with respect to
the Oppenheimer funds.

9. After the Reorganization, whom do I contact about my new Oppenheimer
Fund account or to initiate a transaction in that account?

Once the Reorganization is approved and effected, you will become a
shareholder of Oppenheimer Fund.  For information about your new
Oppenheimer Fund account or to initiate a transaction in that account, you
may continue to contact your registered representative at your
broker/dealer or, in the alternative, OppenheimerFunds Services at 1-(800)
525-7048.

10. Will this Reorganization result in any tax liability to JP Fund,
Oppenheimer Fund or to me as a shareholder?

The Reorganization is structured in a manner that is intended to qualify
for federal income tax purposes as a tax-free reorganization.  The
aggregate tax basis of Oppenheimer Fund shares received by you will be the
same as the aggregate tax basis of your JP Fund shares prior to the
Reorganization, and the holding period of the shares of Oppenheimer Fund
received by you will include the period during which you held your JP Fund
shares provided that those JP Fund shares were held as capital assets.

Shareholders of JP Fund should consult their tax advisors regarding the
effect, if any, of the Reorganization in light of their individual
circumstances.  Since the foregoing only relates to the federal income tax
consequences of the Reorganization, shareholders of JP Fund should also
consult their tax advisors as to state and local tax consequences, if any,
of the Reorganization.

JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.
100 North Greene Street, Greensboro, North Carolina 27420
1-800-458-4498

PROXY STATEMENT 

OPPENHEIMER BOND FUND
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048

PROSPECTUS

This Proxy Statement and Prospectus is being furnished to shareholders of
Jefferson-Pilot Investment Grade Bond Fund, Inc. ("JP Fund"), an open-end,
management investment company, in connection with the solicitation by the
Board of Directors of JP Fund (the "Board") of proxies to be used at the
Special Meeting of Shareholders of JP Fund, to be held at the Jefferson-
Pilot Building (4th Floor, Room B-2), 100 North Greene Street, Greensboro,
North Carolina 27420 at 10:00 A.M., local time, on December 3, 1996, and
any adjournments thereof (the "Meeting").  The Board has set October 10,
1996, as the date for the determination of JP Fund shareholders entitled
to notice of, and to vote at, the Meeting (the "Record Date").  It is
expected that this Proxy Statement and Prospectus will be mailed to
shareholders on or about October 28, 1996.

At the Meeting, shareholders of JP Fund will be asked to consider and vote
upon the approval or disapproval of the Agreement and Plan of
Reorganization, dated as of October 8, 1996 (the "Reorganization
Agreement"), by and among JP Fund, Jefferson-Pilot Corporation ("JPC"),
Oppenheimer Integrity Funds (the "Trust"), on behalf of its series
Oppenheimer Bond Fund ("Oppenheimer Fund"), and OppenheimerFunds, Inc.
("OFI"), and the transactions contemplated by the Reorganization Agreement
(the "Reorganization").  The Reorganization Agreement provides for the
transfer of substantially all the assets of JP Fund to Oppenheimer Fund
in exchange for Class A shares of Oppenheimer Fund having a value equal
to the aggregate net asset value of the outstanding shares of JP Fund, the
distribution of such Class A shares of Oppenheimer Fund to the
shareholders of JP Fund in liquidation of JP Fund and the cancellation of
the outstanding shares of JP Fund.  A copy of the Reorganization Agreement
is attached hereto as Exhibit A and is incorporated by reference herein. 
As a result of the proposed Reorganization, each shareholder of JP Fund
will receive that number of Class A shares of Oppenheimer Fund having an
aggregate net asset value equal to the net asset value of such
shareholder's shares of JP Fund.  This transaction has been structured in
a manner intended to qualify as a tax-free reorganization for federal
income tax purposes.  See "Approval or Disapproval of the Reorganization." 
At the Meeting, shareholders of JP Fund will also be asked to elect five
Directors and ratify the selection of independent auditors.
 
Oppenheimer Fund currently offers Class A, Class B and Class C shares. 
Class A shares are usually sold with a sales charge imposed at the time
of purchase (certain purchases aggregating $1.0 million or more ($500,000
as to purchases by certain retirement plans) are not subject to a sales
charge, but may be subject to a contingent deferred sales charge ("CDSC")
if redeemed within 18 months of the date of purchase). Class B shares are
sold without a front-end sales charge but may be subject to a CDSC if
redeemed within six years of the date of purchase. Class C shares are sold
without a front-end sales charge but may be subject to a CDSC if not held
for one year.  As a result of the Reorganization, shareholders of JP Fund
will receive Class A shares of Oppenheimer Fund and no sales charge will
be imposed on the Oppenheimer Fund Class A shares received by JP Fund's
shareholders in the Reorganization.  Because JP Fund has only one class
of shares outstanding, Oppenheimer Fund will not issue Class B or Class
C shares in the Reorganization. Accordingly, complete information on Class
B and Class C shares of Oppenheimer Fund is not included in this Proxy
Statement and Prospectus, and no offering of Class B or Class C shares is
made hereby.

Oppenheimer Fund, formerly named "Oppenheimer Investment Grade Bond Fund,"
is a mutual fund that seeks a high level of current income by investing
mainly in debt instruments.   JP Fund's primary investment objective is
to seek the maximum level of current income as is consistent with prudent
risk;  a secondary investment objective is to seek growth of income and
capital.  JP Fund proposes to achieve these objectives by investing
primarily in investment grade fixed-income securities.  Shareholders of
JP Fund should consider the differences in investment objectives and
policies of Oppenheimer Fund and JP Fund, including Oppenheimer Fund's
investment policy to invest in securities rated lower than investment
grade.  See "Synopsis - Investment Objectives and Policies", "Principal
Risk Factors" and "Comparison Between Oppenheimer Fund and JP Fund -
Comparison of Investment Objectives, Policies and Restrictions."

Oppenheimer Fund has filed with the Securities and Exchange Commission
(the "SEC") a Registration Statement on Form N-14 (the "Registration
Statement") relating to the registration of Class A shares of Oppenheimer
Fund to be offered to the shareholders of JP Fund pursuant to the
Reorganization Agreement.  This Proxy Statement and Prospectus  relating
to the Reorganization also constitutes a Prospectus of Oppenheimer Fund
filed as part of such Registration Statement. Information contained or
incorporated by reference herein relating to Oppenheimer Fund has been
prepared by and is the responsibility of Oppenheimer Fund. Information
contained or incorporated by reference herein relating to JP Fund has been
prepared by and is the responsibility of JP Fund.  

This Proxy Statement and Prospectus sets forth concisely information about
Oppenheimer Fund that a prospective investor should know before voting on
the Reorganization.  The following documents have been filed with the SEC
and are available without charge upon written request to Jefferson-Pilot
Investor Services, Inc. ("JPIS"), the distributor for JP Fund, at P.O. Box
22086, Greensboro, North Carolina 27420, or by calling 1-800-458-4498 (a
toll-free number):  (i) a Prospectus for JP Fund, dated May 1, 1996, as
supplemented October 8, 1996, (information about JP Fund is incorporated
herein by reference to JP Fund's May 1, 1996 Prospectus, as supplemented);
and (ii) a Statement of Additional Information about JP Fund, dated May
1, 1996 (the "JP Fund Additional Statement").  The most recent Annual
Report and Semi-Annual Report for JP Fund, dated as of December 31, 1995
and June 30, 1996, respectively, are also available without charge upon
request to JPIS by calling 1-800-458-4498 (toll-free).  

The following documents have been filed with the SEC and are available
without charge upon written request to the transfer and shareholder
servicing agent for Oppenheimer Fund, OppenheimerFunds Services ("OFS"),
at P.O. Box 5270, Denver, Colorado 80217, or by calling 1-800-525-7048 (a
toll free number): (i) a Prospectus for Oppenheimer Fund, dated April 1,
1996, as supplemented October 18, 1996, which is incorporated herein by
reference and a copy of which also accompanies this Proxy Statement and
Prospectus; (ii) a Statement of Additional Information about Oppenheimer
Fund, dated April 1, 1996, as supplemented October 18, 1996 (the
"Oppenheimer Fund Additional Statement"), which contains more detailed
information about Oppenheimer Fund and its management, and (iii) a
Statement of Additional Information relating to the Reorganization
described in this Proxy Statement and Prospectus (the "Reorganization
Additional Statement"), dated October 18, 1996, incorporated herein by
reference and filed as part of the Registration Statement, which includes,
among other things, the Prospectus for JP Fund, the JP Fund Additional
Statement and the Oppenheimer Fund Additional Statement. 

Investors are advised to read and retain this Proxy Statement and
Prospectus for future reference.

Shares of Oppenheimer Fund are not deposits or obligations of any bank,
are not guaranteed or endorsed by any bank, and are not insured by the
F.D.I.C. or any other agency, and involve investment risks, including the
possible loss of the principal amount invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE. 

This Proxy Statement and Prospectus is dated October 28, 1996.

                                   TABLE OF CONTENTS
                            PROXY STATEMENT AND PROSPECTUS

COMPARATIVE FEE TABLES
  Transaction Charges
  Expenses of Oppenheimer Fund and JP Fund; Pro Forma Expenses
  Examples

SYNOPSIS
  Purpose of the Meeting
  Parties to the Reorganization
  The Reorganization
  Vote Required
  Tax Consequences of the Reorganization
  Dissenters' Rights
  Investment Objectives and Policies
  Investment Advisory and Distribution Plan Fees
  Purchases, Exchanges and Redemptions

PRINCIPAL RISK FACTORS
  Investment in Debt Securities
  Foreign Securities
  Options, Futures and Interest Rate Swaps; Derivatives

APPROVAL OR DISAPPROVAL OF THE REORGANIZATION (Proposal 1)
  Background 
  Acquisition Agreement
  Board Approval of the Reorganization
  The Reorganization
  Tax Aspects of the Reorganization
  Dissenters' Rights
  Capitalization Table (Unaudited)

COMPARISON BETWEEN OPPENHEIMER FUND AND JP FUND
  Comparison of Investment Objectives, Policies and Restrictions
  Special Investment Methods
  Investment Restrictions
  Oppenheimer Fund Performance
  Additional Comparative Information

ELECTION OF DIRECTORS (Proposal 2)
  Information Concerning the Board
  Officers of JP Fund
  Other Information
  
RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT AUDITORS (Proposal
3)

INFORMATION CONCERNING THE MEETING
  The Meeting
  Record Date; Vote Required; Share Information
  Proxies
  Costs of the Solicitation and the Reorganization

SHAREHOLDER PROPOSALS

MISCELLANEOUS
  Financial Information
  Public Information

OTHER BUSINESS

EXHIBIT A -   Agreement and Plan of Reorganization, dated as of October 8,
              1996, by and among Oppenheimer Integrity Funds, on behalf of
              Oppenheimer Bond Fund, Jefferson-Pilot Investment Grade Bond
              Fund, Inc., OppenheimerFunds, Inc. and Jefferson-Pilot
              Corporation

ENCLOSURE -   Prospectus of Oppenheimer Bond Fund, dated April 1, 1996, as
              supplemented October 18, 1996
COMPARATIVE FEE TABLES

Transaction Charges

Shareholders pay certain expenses directly, such as sales charges and
account transaction charges.  The schedule of such charges for both JP
Fund and Oppenheimer Fund is noted below.  Pro forma transaction charges
for the combined fund after giving effect to the Reorganization will be
the same as the charges noted below for Oppenheimer Fund.


                              
                              JP Fund                             Oppenheimer Fund  


                                                      Class A     Class B     Class C

                                                                     
Maximum Initial Sales Load          
  Imposed on Purchases (as a %
  of offering price)          4.50%                   4.75%       None        None
Maximum Sales Load Imposed on
  Reinvested Dividends        None                    None        None        None
Maximum Deferred Sales 
  Load(as a % of the lower
      of the original purchase
      price or redemption 
      proceeds)               None                    None(1)     5.00%(2)    1.00%(3)
Redemption Fee                None                    None        None        None
Exchange Fee                  None                    None        None        None



1.    If you invest $1 million or more ($500,000 or more for purchases by
certain retirement plans) in Class A shares, although you will generally
not pay an initial sales charge, you may have to pay a sales charge of up
to 1.0% if you sell your shares within 18 calendar months from the end of
the calendar month during which you purchased those shares.

2.    If you redeem Class B shares within six years of the beginning of the
month in which you purchase them, you may have to pay a contingent
deferred sales charge starting at 5.0% in the first year and declining
thereafter.

3.    If you redeem Class C shares within 12 months of the beginning of the
calendar month of buying them, you may have to pay a 1.0% contingent
deferred sales charge.

Expenses of Oppenheimer Fund and JP Fund; Pro Forma Expenses

Each fund pays a variety of expenses directly for management of its
assets, administration, distribution of shares and other services, and
those expenses are reflected in the net asset value per share of each of
Oppenheimer Fund and JP Fund.  The following calculations are based on the
expenses of JP Fund and Class A expenses of Oppenheimer Fund for the 12
months ended December 31, 1995 and the six months ended June 30, 1996. 
These amounts are shown as a percentage of the average net assets of JP
Fund and of Class A shares of Oppenheimer Fund for those periods (for the
six months ended June 30, 1996, the percentages are annualized).  Pro
forma expenses for the combined fund after giving effect to the
Reorganization are not shown as they do not differ from the fees indicated
below for Oppenheimer Fund.



                              
                                                
                                                                        Oppenheimer Fund
                                    JP Fund                             Class A     
                        
                        12 months ended   6 months ended    12 months ended   6 months ended
                        12/31/95          6/30/96           12/31/95          6/30/96
                                                   
Management Fees(1)      0.50%             0.50%             0.75%             0.75%
12b-1 Fees              -----             -----             0.25%             0.25%
Other Expenses          0.46%             0.44%             0.38%             0.28%
Total Fund Operating  
Expenses(1)             0.96%             0.94%             1.38%             1.28%


(1) Management fees for Oppenheimer Fund have been restated to reflect the
increased management fee rate which went into effect on July 10, 1995. 
Had this management fee not changed, "Management Fees" for the twelve
months ended December 31, 1995 would have been 0.50% of Class A average
annual net assets, and "Total Fund Operating Expenses" would have been
1.13% of Class A average annual net assets.  See "Investment Advisory and
Distribution Plan Fees" below.

Examples  

To attempt to show these expenses over time, the examples shown below have
been created.  Assume that you make a $1,000 investment in either JP Fund
or Oppenheimer Fund and that the annual return is 5% and that the
operating expenses for each fund are the ones shown in the chart above for
the six months ended June 30, 1996 and the 12 months ended December 31,
1995.  

Based on the rate of "Total Fund Operating Expenses" shown above for the
six months ended June 30, 1996, if you were to redeem your shares at the
end of each period shown below, your investment would incur the following
expenses by the end of 1, 3, 5 and 10 years:

                    1 year    3 years      5 years      10 years

Oppenheimer Fund
 Class A Shares     $60       $86          $114         $195

JP Fund             $54       $74          $ 95         $155
                                           
                    

Based on the rate of "Total Fund Operating Expenses" shown above for the
12 months ended December 31, 1995, if you were to redeem your shares at
the end of each period shown below, your investment would incur the
following expenses by the end of 1, 3, 5 and 10 years:

                   1 year     3 years      5 years      10 years

Oppenheimer Fund
 Class A Shares    $61        $89          $119         $205

JP Fund            $54        $74          $ 96         $157

                                           
SYNOPSIS

The following is a synopsis of certain information contained in or
incorporated by reference in this Proxy Statement and Prospectus and
presents key considerations for shareholders of JP Fund to assist them in
determining whether to approve or disapprove the Reorganization.  This
synopsis is only a summary and is qualified in its entirety by the more
detailed information contained in or incorporated by reference in this
Proxy Statement and Prospectus and the Reorganization Agreement which is
Exhibit A hereto.  Shareholders should carefully review this Proxy
Statement and Prospectus and the Reorganization Agreement in their
entirety and, in particular, the current Prospectus of Oppenheimer Fund
which accompanies this Proxy Statement and Prospectus and is incorporated
by reference herein.

Purpose of the Meeting

At the Meeting, shareholders of JP Fund will be asked to approve or
disapprove the Reorganization.  In addition, shareholders will be
requested to elect five Directors of JP Fund and ratify the selection of
JP Fund's independent auditors.

Parties to the Reorganization

Oppenheimer Fund is a series of the Trust, Oppenheimer Integrity Funds,
a diversified, open-end, management investment company organized in 1982
as a multi-series Massachusetts business trust.  Oppenheimer Fund is
located at 3410 South Galena Street, Denver, Colorado 80231.  OFI acts as
investment adviser to Oppenheimer Fund.  OppenheimerFunds Distributor,
Inc. ("OFDI"), a subsidiary of OFI, acts as the distributor of Oppenheimer
Fund's shares.  OFI and OFDI are located at Two World Trade Center, New
York, New York 10048-0203.  Additional information about Oppenheimer Fund
is set forth below.

JP Fund is a diversified, open-end, management investment company
organized in 1978 as a North Carolina corporation.  JP Fund is located at
100 North Greene Street, Greensboro, North Carolina 27420.  JP Investment
Management Company ("JPM") acts as investment adviser to JP Fund. 
Jefferson-Pilot Investor Services, Inc. ("JPIS") acts as the distributor
of JP Fund's shares.  JPM and JPIS are located at P.O. Box 21008 and P.O.
Box 22086, respectively, Greensboro, North Carolina 27420.  Additional
information about JP Fund is set forth below.

The Reorganization

The Reorganization Agreement provides for the transfer of substantially
all the assets of JP Fund to Oppenheimer Fund in exchange for the issuance
of Class A shares of Oppenheimer Fund and the assumption by Oppenheimer
Fund of certain liabilities of JP Fund.  JP Fund will retain a small Cash
Reserve sufficient to pay any liabilities and expenses of dissolution. 
The Reorganization Agreement also provides for the distribution by JP Fund
of these shares of Oppenheimer Fund to JP Fund shareholders in liquidation
of JP Fund.  As a result of the Reorganization, each JP Fund shareholder
will receive that number of full and fractional Oppenheimer Fund Class A
shares equal in value to such shareholder's pro rata interest in the net
assets transferred to Oppenheimer Fund as of the Valuation Date (as
hereinafter defined).  For further information about the Reorganization
see "Approval or Disapproval of the Reorganization" below.

For the reasons set forth below under "Approval or Disapproval of the
Reorganization - Board Approval of the Reorganization," the Board,
including the Directors who are not "interested persons" of JP Fund (the
"Independent Directors"), as that term is defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), has concluded that the
Reorganization is in the best interests of JP Fund and its shareholders
and that the interests of existing JP Fund shareholders will not be
diluted as a result of the Reorganization, and recommends approval of the
Reorganization by JP Fund shareholders.  The Board of Trustees of the
Trust has also approved the Reorganization and determined that the
interests of existing Oppenheimer Fund shareholders will not be diluted
as a result of the Reorganization.  If the Reorganization is not approved,
JP Fund will continue in existence and the Board will determine whether
to pursue alternative actions.  The section below entitled "Approval or
Disapproval of the Reorganization" sets forth certain information with
respect to the background of the Reorganization, including other
transactions and agreements entered into, or contemplated to be entered
into, by OFI, JPM and certain affiliates of JPM.

Vote Required

Approval of the Reorganization will require the affirmative vote of a
majority of the shares of JP Fund entitled to vote at the Meeting.  See
"Information Concerning the Meeting - Record Date; Vote Required; Share
Information."

Tax Consequences of the Reorganization 

As a condition to the closing of the Reorganization, JP Fund and
Oppenheimer Fund will have received an opinion of Sutherland, Asbill &
Brennan, tax counsel to JP Fund, to the effect that the Reorganization
will qualify as a tax-free reorganization for federal income tax purposes. 
As a result of such tax-free reorganization, no gain or loss would be
recognized by JP Fund, Oppenheimer Fund, or the shareholders of either
fund for federal income tax purposes.  For further information about the
tax consequences of the Reorganization, see "Approval or Disapproval of
the Reorganization - Tax Aspects of the Reorganization" below. 

Dissenters' Rights

Dissenters' rights of appraisal are generally not available to
shareholders of JP Fund with respect to the Reorganization.  See,
"Approval or Disapproval of the Reorganization - Dissenters' Rights."

Investment Objectives and Policies  

Oppenheimer Fund's investment objective is a fundamental policy, and JP
Fund's investment objectives and policies are also fundamental policies. 
Fundamental policies are those that cannot be changed without the approval
of shareholders of that fund.  Oppenheimer Fund's investment policies
described below are not fundamental unless this Proxy Statement and
Prospectus indicates a particular policy is fundamental.

As its investment objective, Oppenheimer Fund seeks a high level of
current income by investing mainly in debt instruments.  Under normal
market conditions, Oppenheimer Fund invests at least 65% of its total
assets in investment grade debt securities, U.S. Government securities,
and money market instruments and may invest up to 35% of its total assets
in debt securities rated less than investment grade, or if unrated, judged
by OFI to be of comparable quality to such lower-rated debt securities. 
Investment grade debt securities are those rated in one of the four
highest categories by Standard & Poor's Corporation ("S&P"), Moody's
Investors Service, Inc. ("Moody's"), or another nationally-recognized
rating organization.  Such categories are, from highest to lowest ratings,
AAA, AA, A and BBB as to S&P and Aaa, Aa, A and Baa as to Moody's.  See
"Comparison Between Oppenheimer Fund and JP Fund" for a discussion of
certain of these ratings.  Securities rated lower than investment grade
(often called "junk bonds") are considered speculative.  Although such
lower-rated debt securities generally offer the potential for higher
income than investment grade debt securities, their value may be subject
to greater market fluctuations, they may be more difficult to sell and
they may be subject to a greater risk of default because of the issuer's
low creditworthiness.  Prior to July 10, 1995, Oppenheimer Fund was named
"Oppenheimer Investment Grade Bond Fund" and its investments were limited
to investment grade bonds, U.S. Government securities and money market
instruments.  Oppenheimer Fund's current investment policies are described
herein under "Comparison Between Oppenheimer Fund and JP Fund" and in more
detail in Oppenheimer Fund's current Prospectus, which accompanies this
Proxy Statement and Prospectus, and the Oppenheimer Fund Additional
Statement.

OFI anticipates that Oppenheimer Fund will generally invest at least 75%
of its total assets in: (i) U.S. corporate bonds rated "A" or better and
(ii) U.S. government and agency bonds.  OFI further anticipates that
Oppenheimer Fund would invest an additional 15% of its total assets in
lower-rated non-investment grade domestic corporate bonds and 10% of its
total assets in lower-rated non-investment grade foreign bonds.  These
anticipated investment targets, including the allocation between domestic
and foreign lower-rated debt securities, are not fundamental policies, are
subject to fluctuation and may be changed by OFI without further notice
to shareholders or amended prospectus disclosure.

JP Fund's primary investment objective is to seek the maximum level of
current income as is consistent with prudent risk.  A secondary investment
objective is to seek growth of income and capital.  JP Fund proposes to
achieve these objectives by investing primarily in fixed-income securities
rated A or better by S&P or Moody's.  JP Fund will also purchase dividend
paying common stocks.  Fixed-income securities include debt securities and
preferred stocks, some of which may have a call on common stock by means
of conversion privilege or attached warrants.  When the incremental yield
available on corporate securities is small compared to that available on
U.S. Treasury securities, JP Fund may invest substantially in U.S.
Treasury securities.  JP Fund may also hold cash or invest in short-term
securities and may purchase, subject to limitations, U.S. Government
obligations with a simultaneous agreement by the seller to repurchase the
securities at the original price plus accrued interest.  

Oppenheimer Fund's and JP Fund's investments may also include securities
of foreign governments and companies (limited, in the case of JP Fund, to
securities issued by Canadian companies), mortgage-backed securities,
collateralized mortgage-backed obligations (CMOs), asset-backed
securities, zero coupon securities, preferred stock and municipal
securities.  Oppenheimer Fund and JP Fund may also enter into repurchase
agreements subject to certain limitations.  Oppenheimer Fund may also
write covered call options and use certain derivative investments,
including options and futures, to enhance income and may use hedging
instruments to try to manage investment risks.

Shareholders of JP Fund should consider the differences in investment
objectives and policies between JP Fund and Oppenheimer Fund, including
the ability, but not the current investment policy, of Oppenheimer Fund
to invest up to 100% of its assets in securities rated lower than
investment grade. Oppenheimer Fund invests in a wider variety of
securities, such as certain hedging instruments and derivative
investments, some of which have greater investment risks than the types
of securities JP Fund usually holds.  Further, as a secondary investment
objective, JP Fund seeks growth of income and capital; Oppenheimer Fund
does not invest with the investment objective of seeking capital
appreciation.  See "Principal Risk Factors" and "Comparison Between
Oppenheimer Fund and JP Fund - Comparison of Investment Objectives,
Policies and Restrictions."

Investment Advisory and Distribution Plan Fees  

Oppenheimer Fund and JP Fund each obtain investment management services
from their respective investment advisers pursuant to the terms of their
respective investment advisory agreements.  Each agreement provides that
a management fee is payable to the investment adviser monthly. 
Oppenheimer Fund pays a management fee to OFI computed on its net asset
value as of the close of business each day, which fee declines on
additional assets as Oppenheimer Fund increases its asset base, at the
annual rate of 0.75% of the first $200 million of net assets, 0.72% of the
next $200 million, 0.69% of the next $200 million, 0.66% of the next $200
million, 0.60% of the next $200 million and 0.50% of net assets over $1
billion. The management fee payable by JP Fund to JPM is at an annual rate
of 1/2 of 1% of JP Fund's average daily net asset value.  JPM is
reimbursed by JP Fund for performing certain shareholder accounting
services.  JPM has contractually agreed that if in any fiscal year the
total of JP Fund's ordinary business expenses (with specified exceptions)
exceeds 1% of JP Fund's average daily net asset value, JPM will pay the
excess by reducing its management fee by a corresponding amount.  OFI has
voluntarily undertaken that the total expenses of Oppenheimer Fund in any
fiscal year (with specified exceptions) will not exceed (and OFI
undertakes to reduce Oppenheimer Fund's management fee in the amount by
which such expenses exceed) the most stringent state regulatory limit on
fund expenses.  OFI's undertaking to Oppenheimer Fund is revocable and may
be changed or eliminated at any time.  Neither fund's management fees were
reduced during the past fiscal year.  

Oppenheimer Fund has adopted a shareholder Service Plan under Rule 12b-1
of the 1940 Act for Class A shares to reimburse OFDI for a portion of its
costs incurred in connection with the personal service and maintenance of
accounts that hold Class A shares.  Reimbursement is made quarterly at an
annual rate that may not exceed 0.25% of the average annual net assets of
Class A shares of Oppenheimer Fund.  OFDI uses all of those fees to
compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares and to reimburse itself (if the
Board of Trustees authorizes such reimbursements, which it has not yet
done) for its other expenditures under the Service Plan.  Services to be
provided include, among others, answering customer inquiries about
Oppenheimer Fund, assisting in establishing and maintaining accounts in
Oppenheimer Fund, making Oppenheimer Fund's investment plans available and
providing other services at the request of Oppenheimer Fund or OFDI.   A
description of Oppenheimer Fund's distribution and service plans for Class
B and Class C shares is set forth in Oppenheimer Fund's Prospectus.  JP
Fund has not adopted a plan pursuant to Rule 12b-1 under the 1940 Act.

Purchases, Exchanges and Redemptions

Purchases.  Purchases of shares of Oppenheimer Fund and JP Fund may be
made directly through OFDI and JPIS, respectively, or through any dealer,
broker or financial institution that has a sales agreement with the
respective distributor.  Subsequent to an initial purchase, additional
purchases of JP Fund shares may be made directly from Investors Fiduciary
Trust Company, JP Fund's stock transfer and dividend paying agent.  A
shareholder of Oppenheimer Fund may purchase shares automatically from an
account at a domestic bank or other financial institution under the
"OppenheimerFunds AccountLink" service.  Class A shares of Oppenheimer
Fund and shares of JP Fund generally are sold subject to an initial sales
charge. The maximum sales charge rate is 0.25% higher (as a percent of the
offering price) for Oppenheimer Fund Class A shares than for JP Fund
shares.  Oppenheimer Fund Class B and Class C shares generally are sold
without a front-end sales charge but may be subject to a contingent
deferred sales charge ("CDSC") upon redemption.  See "Comparative Fee
Tables -- Transaction Charges" above for a complete description of such
sales charges.

Class A shares of Oppenheimer Fund and shares of JP Fund may be purchased
at reduced sales charges, or may be purchased at net asset value, as
described in that fund's Prospectus.  Class A shares of Oppenheimer Fund
to be issued under the Reorganization Agreement will be issued by
Oppenheimer Fund at net asset value without a sales charge.  The sales
charge on Class A shares of Oppenheimer Fund will only affect shareholders
of JP Fund to the extent that they desire to make additional purchases of
Class A shares of Oppenheimer Fund in addition to the shares which they
will receive as a result of the Reorganization.  Future dividends and
capital gain distributions of either fund, if any, may be reinvested
without sales charge.  

Exchanges.  Shareholders of Oppenheimer Fund may exchange their shares at
net asset value for shares of the same class issued by other mutual funds
within the Oppenheimer funds family (over 40 other portfolios), subject
to certain conditions.  Oppenheimer Fund offers an automatic exchange plan
providing for systematic exchanges from Oppenheimer Fund of a specified
amount for shares of the same class of other funds within the Oppenheimer
funds family. In contrast, holders of JP Fund shares may only exchange
such shares for shares issued by Jefferson-Pilot Capital Appreciation
Fund, Inc. ("JP Appreciation Fund").

Redemptions.  Class A shares of Oppenheimer Fund and shares of JP Fund may
be redeemed without charge at their respective net asset values per share
calculated after the redemption order is received and accepted; however,
Class A shares of Oppenheimer Fund that were exempt from the front-end
sales charge upon purchase in amounts of more than $1 million (more than
$500,000 for purchases by certain retirement plans) may be subject to a
CDSC of up to 1.0% upon redemption within 18 months from the end of the
calendar month during which such shares were purchased.  Such CDSC will
be waived for shares issued pursuant to the Reorganization.  See
"Comparative Fee Tables -- Transaction Charges" above.  

Shareholders of Oppenheimer Fund may reinvest redemption proceeds of Class
A shares on which an initial sales charge was paid, or the redemption
proceeds of Class A or Class B shares on which a CDSC was paid, without
imposition of a sales charge, within six months of a redemption at net
asset value in Class A shares of Oppenheimer Fund or any of numerous
mutual funds within the Oppenheimer funds family. Shareholders of JP Fund
may reinvest all or part of the redemption proceeds of shares of JP Fund
in shares of JP Fund or JP Appreciation Fund within 30 days after the date
of the redemption without the imposition of a sales charge. Former JP Fund
shareholders are permitted to exercise this reinvestment privilege once
each calendar year.

Shareholders of both funds may redeem their shares by written request or
by telephone request in certain stated amounts, and shareholders of
Oppenheimer Fund may arrange to have share redemption proceeds transmitted
to a pre-designated account at a U.S. bank or other financial institution
that is an automated clearing house ("ACH") member.  Checkwriting
privileges on Class A shares of Oppenheimer Fund are also available. 
Oppenheimer Fund may redeem accounts valued at less than $1,000 if the
account has fallen below such stated amount for reasons other than market
value fluctuations.  For JP Fund, the corresponding minimum is $250 once
the account has been open at least 12 months.  The funds offer automatic
withdrawal plans providing for systematic withdrawals of a specified
amount from the fund account.

PRINCIPAL RISK FACTORS

In evaluating whether to approve the Reorganization and invest in
Oppenheimer Fund, JP Fund shareholders should carefully consider the
following summary of risk factors, relating to both Oppenheimer Fund and
JP Fund, in addition to the other information set forth in this Proxy
Statement and Prospectus.  Additional information on risk factors for each
fund is set forth in the respective Prospectus of each fund and in
addition for Oppenheimer Fund, the Oppenheimer Fund Additional Statement.

As a general matter, Oppenheimer Fund and JP Fund are intended for
investors seeking high current income.  There is no assurance that either
Oppenheimer Fund or JP Fund will achieve its investment objective and
investment in the funds is subject to investment risks, including the
possible loss of the principal invested.  As described below, Oppenheimer
Fund generally invests a certain percentage of its assets in high-yield,
lower-rated securities.  Although JP Fund may invest in such securities
to a limited extent, it currently holds only investment grade fixed-income
securities.  In addition, Oppenheimer Fund invests in a wider variety of
securities, some of which entail somewhat higher risks, and Oppenheimer
Fund engages in hedging transactions and purchases derivative securities. 
These investments are discussed below.  Accordingly, investors should
consider the additional risk potential of an investment in Oppenheimer
Fund.

Investment in Debt Securities

Each fund pursues its investment objective(s) through investments
primarily in debt securities.  Debt securities are subject to interest
rate risk and credit risk.  Certain types of debt securities are also
subject to additional investment risks which relate to the specific type
of security.  These risks are discussed below.  These risks can cause the
value of the debt securities held by a fund to change which means that the
value of a fund's shares will go up or down, and when shares are sold, an
investor may receive more or less than the investor paid for them.  

Interest rate risk relates to fluctuations in market value due to changes
in prevailing interest rates.  When prevailing interest rates fall, the
values of already-issued debt securities generally rise.  When interest
rates rise, the values of already-issued debt securities generally
decline.  The magnitude of these fluctuations will often be greater for
longer-term debt securities than for shorter-term debt securities.  

Credit risk relates to the ability of the issuer of a debt security to
make interest or principal payments on the security as they become due. 
Generally, higher-yielding, lower-rated bonds are subject to greater
credit risk than higher-rated bonds.  Securities issued or guaranteed by
the U.S. government are subject to little, if any, credit risk. 
Oppenheimer Fund is currently permitted to invest up to 35% of its total
assets in debt securities rated lower than investment grade or, if
unrated, judged by OFI to be of comparable quality to such lower-rated
debt securities (often called "junk bonds").  However, OFI anticipates
that Oppenheimer Fund will generally invest no more than 25% of its total
assets in non-investment grade debt securities.  Such lower-rated debt
securities are speculative and involve greater risk than investment grade
debt securities.  They may be less liquid than higher-rated securities. 
If Oppenheimer Fund were forced to sell a lower-grade debt security during
a period of rapidly declining prices, it might experience significant
losses especially if  a substantial number of other holders decide to sell
similar securities at the same time.  A decline in the high-yield bond
market is likely during an economic downturn.  An economic downturn or an
increase in interest rates could severely disrupt the market for high-
yield securities and adversely affect the value of outstanding securities
and the ability of issuers to repay principal and interest.  Other risks
may involve the default of the issuer or price changes in the issuer's
securities due to change in the issuer's financial strength or economic
conditions.  Although JP Fund may invest in non-investment grade debt
securities to a limited extent, it currently only holds fixed-income
securities rated investment grade.

Oppenheimer Fund and JP Fund may invest in mortgage-backed securities,
including collateralized mortgage-backed obligations ("CMOs"), that are
subject to prepayment risks.  Mortgage-backed securities provide monthly
payments which are, in effect, a "pass-through" of the monthly interest
and principal payments (including any prepayments) made by the individual
borrowers on the pooled mortgage loans.  The effective maturity of a
mortgage-backed security may be shortened by unscheduled or early payment
of principal and interest on the underlying mortgages.  This may result
in greater price and yield volatility than traditional fixed-income
securities that have a fixed maturity and interest rate.  The principal
that is returned may be invested in instruments having a higher or lower
yield than the prepaid instruments depending on then-current market
conditions.  Such securities therefore may be less effective as a means
of "locking in" attractive long-term interest rates and may have less
potential for appreciation during periods of declining interest rates than
conventional bonds with comparable stated maturities.  If a fund buys
mortgage-backed securities at a premium, prepayments of principal and
foreclosures of mortgages may result in some loss of the fund's principal
investment to the extent of the premium paid. The value of mortgage-backed
securities may also be affected by changes in the market's perception of
the creditworthiness of the entity issuing or guaranteeing them or by
changes in government regulations and tax policies.  CMOs may be issued
in a variety of classes or series ("tranches").  The principal value of
certain CMO tranches may be more volatile and less liquid than other types
of mortgage-related securities, because of the possibility that the
principal value of the CMOs may be prepaid earlier than the maturity of
the CMOs as a result of prepayments of the underlying mortgage loans by
the borrowers.  

Oppenheimer Fund may also invest in CMOs that are "stripped."  Stripped
mortgage-backed securities usually have two classes.  The classes receive
different proportions of the interest and principal distributions on the
pool of mortgage assets that act as collateral for the security.  In
certain cases, one class will receive all of the interest payments (and
is known as an "I/O"), while the other class will receive all of the
principal payments (and is known as a "P/O").  The yield to maturity on
the class that receives only interest is extremely sensitive to the rate
of payment of the principal on the underlying mortgages.  Principal
prepayments increase that sensitivity.  Stripped securities that pay
"interest only" are therefore subject to greater price volatility when
interest rates change, and they have the additional risk that if the
underlying mortgages are prepaid, Oppenheimer Fund will lose the
anticipated cash flow from the interest on the prepaid mortgages.  That
risk is increased when general interest rates fall, and in times of
rapidly falling interest rates, the fund might receive back less than its
investment in such I/Os.  The value of "principal only" securities
generally increases as interest rates decline and prepayment rates rise. 
The price of these securities is typically more volatile than that of
coupon-bearing bonds of the same maturity.  Stripped securities are
generally purchased and sold by institutional investors through investment
banking firms.  At present, established trading markets have not yet
developed for these securities.  Therefore, some stripped securities may
be deemed "illiquid".  If a fund holds illiquid stripped securities, the
amount it can hold will be subject to the fund's investment policy
limiting investment in illiquid securities.  Although JP Fund may invest
in I/Os and P/Os, it has not done so to date and JPM has no intention of
having JP Fund invest in I/Os or P/Os in the foreseeable future.  

Oppenheimer Fund and JP Fund may invest in "asset-backed" securities. 
These represent interests in pools of consumer loans and other trade
receivables, similar to mortgage-backed securities.  They are issued by
trusts and "special purpose corporations." They are backed by a pool of
assets, such as credit card or auto loan receivables, which are the
obligations of a number of different parties.  The income from the
underlying pool is passed through to holders, such as Oppenheimer Fund. 
These securities may be supported by a credit enhancement, such as a
letter of credit, a guarantee or a preference right.  However, the extent
of the credit enhancement may be different for different securities and
the credit enhancement generally applies to only a fraction of the
security's value.  These securities present special risks.  For example,
in the case of credit card receivables, the issuer of the security may
have no security interest in the related collateral.

Foreign Securities

Oppenheimer Fund may invest in debt securities of foreign governments and
foreign companies, subject to the expectation that generally at least 75%
of its total assets will be invested in U.S. corporate bonds rated "A" or
better and U.S. government and agency bonds.  JP Fund may not invest in
foreign securities other than securities issued by Canadian companies. 
In summary, foreign securities markets may be less liquid and more
volatile than the markets in the U.S.  Risks of foreign securities
investing may include foreign withholding taxation, currency blockage,
currency exchange costs, difficulty in obtaining and enforcing judgments
against foreign issuers, relatively greater brokerage and custodial costs,
risk of expropriation or nationalization of assets, less publicly
available information, and differences between domestic and foreign legal,
auditing,  brokerage and economic standards.  In addition, there are risks
of changes in foreign currency values.  A change in value of a foreign
currency against the U.S. dollar will result in a change in the U.S.
dollar value of a fund's securities denominated in a foreign currency. 
The currency rate change will also affect its income available for
distribution.  Both funds' investment income and proceeds from foreign
securities may be received in foreign currencies and the funds are
required to absorb the cost of currency fluctuations.  If a fund suffers
a loss on foreign currencies after it has distributed its income during
the year, the fund may find that it has distributed more income than was
available from actual investment income, and the shareholders will have
received a return of capital.  Many of the foreign debt securities
Oppenheimer Fund may invest in, such as emerging market debt, have
speculative characteristics and involve more risk than other foreign
securities, including extended settlement periods for securities
transactions, increased illiquidity and increased volatility.  

Options, Futures and Interest Rate Swaps; Derivatives

Oppenheimer Fund may purchase and sell certain kinds of futures contracts
and options on such contracts for hedging purposes.  Oppenheimer Fund may
also purchase and sell put and call options, options on broadly-based
stock or bond indices and foreign currency and forward contracts and may
enter into interest rate swap agreements.  The foregoing instruments,
referred to as "hedging instruments," may be considered derivative
investments.  Oppenheimer Fund may also invest in certain derivative
investments to seek to enhance income.  Hedging instruments and derivative
investments and their special risks are described below in "Comparison
Between Oppenheimer Fund and JP Fund."

APPROVAL OR DISAPPROVAL OF THE REORGANIZATION
(Proposal 1)


Background

JPC, in the course of a review of its business, concluded that it should
concentrate on its core insurance business and communications operations
and not continue, through its existing subsidiaries, in the business of
managing mutual fund investment portfolios.  JPC is a publicly-held
holding company that is the parent of JPM and JPIS.  In addition to JP
Fund and JP Appreciation Fund, JPM manages two mutual funds (the
"Insurance Funds") that sell their shares exclusively to certain separate
accounts of Jefferson-Pilot Life Insurance Company ("JPLIC") that support
variable annuity contracts.  In aggregate, these four mutual funds had net
assets at September 30, 1996 of approximately $175 million.  Managing
mutual fund investment portfolios in an efficient and profitable manner
requires significant assets per fund and in the aggregate.  Usually
several billion dollars in aggregate net assets is necessary to cover
normal operating costs and provide resources for capital investment in new
products and services.  With regard to retail mutual funds (such as JP
Fund and JP Appreciation Fund), financing certain classes of shares and
providing sales support to dealers are additional expenses that can only
be supported from a relatively large asset base.  Consequently, it has
become increasingly difficult for a relatively small mutual fund operation
such as that managed by JPM and JPIS to compete.  JPC evaluated the
capital investment that would be required of it or its subsidiaries to
achieve such an asset base and determined that:  (1) the best investment
of its resources would not be in expanding the mutual fund assets under
JPM's management, and (2) if, through JPM (or another subsidiary), it
could not be extremely competitive in the business of managing mutual fund
investment portfolios, it should sell the assets of JPM and facilitate
making other arrangements for the management of the assets of the four
mutual funds (including JP Fund) managed by JPM.  Sometime after these
determinations by JPC were made, representatives of JPC and JPM met with
OFI to discuss OFI's acquiring JPM's mutual fund-related assets. 
Representatives of OFI and JPM held meetings beginning in December 1995. 
Following the negotiation of the terms of an acquisition agreement and
related agreements, an acquisition agreement (the "Acquisition Agreement")
was executed by OFI, JPC, JPM and JPLIC on September 24, 1996.

The Reorganization described in this Proxy Statement and Prospectus is one
aspect of the overall Acquisition (as hereinafter defined) contemplated
by the Acquisition Agreement described below.  The consummation of the
Reorganization is one condition, among others, to the closing of the
Acquisition.  Likewise, the consummation of the Acquisition is one
condition, among others, to the closing of the Reorganization. 
Accordingly, unless the parties otherwise agree, the Reorganization may
not be effected, despite shareholder approval, if the Acquisition does not
close.  In such case, JP Fund will continue in existence and the Board
will take such further action as it, in its discretion, deems necessary
or advisable.  The description of the Acquisition Agreement set forth
below is a summary only. 

Acquisition Agreement

The Acquisition Agreement contemplates the sale to OFI of all the assets
of JPM (the "Purchased Assets") and the assumption by OFI of certain
liabilities of JPM and JPC relating to the Purchased Assets ("Assumed
Liabilities") (the foregoing sale and assumption constitute the
"Acquisition").  The Acquisition Agreement contemplates that each of the
four mutual funds advised by JPM (including JP Fund) (each, a "Reorganized
Fund") will be reorganized with a mutual fund currently advised by OFI. 
  
A condition to the obligation of the parties to close under the
Acquisition Agreement (the "Acquisition Closing") is the approval of the
reorganizations of the Reorganized Funds (including the Reorganization
described in this Proxy Statement and Prospectus) by their respective
shareholders and the approval of the reorganizations of the Insurance
Funds by applicable state insurance regulatory authorities.  The
Acquisition Agreement sets forth certain other conditions to each party's
obligation to close.  

JPM, JPC and JPLIC have agreed pursuant to an Agreement Not to Compete not
to, among other things, sell or offer to sell shares of or other security
interests in investment companies or investment oriented insurance
policies to persons who were shareholders of JP Fund or JP Appreciation
Fund or owned variable annuity contracts issued by JPLIC invested in the
Insurance Funds, in each case, immediately prior to the reorganization of
such fund for a period to end on the fourth anniversary of the Acquisition
Closing.  Further, JPM, JPC and JPLIC may not act as an investment adviser
to funds established, formed, sold, sponsored or distributed by them and
their affiliates with certain exceptions.  OFI, on the one hand, and JPM,
JPC and JPLIC, on the other, have agreed to indemnify the other for
certain liabilities.

Board Approval of the Reorganization

At its meeting on August 26, 1996, the Board, including the Independent
Directors, unanimously approved the Reorganization and the Reorganization
Agreement, determined that the Reorganization is in the best interests of
JP Fund and its shareholders and resolved to recommend that JP Fund
shareholders vote for approval of the Reorganization.  The Board further
determined that the Reorganization would not result in dilution of JP
Fund's shareholders' interests.

In evaluating the Reorganization, the Board requested and reviewed, with
the assistance of independent legal counsel, materials furnished by OFI
and JPM.  These materials included financial statements as well as other
written information regarding OFI and its personnel, operations and
financial condition.  The Board also reviewed the same type of information
about JPM.  Consideration was given to comparative information concerning
other mutual funds with similar investment objectives to JP Fund and
Oppenheimer Fund. The Board also considered information with respect to
the relative historical performance of JP Fund, Oppenheimer Fund and other
mutual funds having similar investment objectives.  The Board also
reviewed and discussed the terms and provisions of the investment advisory
agreement pursuant to which OFI provides investment management services
to Oppenheimer Fund and compared and contrasted them to the existing
management arrangements for JP Fund as well as the management arrangements
of other similar mutual funds, particularly with respect to the allocation
of various types of expenses, levels of fees and resulting expense ratios. 

In reaching its determination, the Board gave careful consideration to a
number of factors.  First, the Board evaluated the entire Reorganization
in light of the fact that JPC intends to sell JPM or otherwise leave the
business of managing mutual fund investment portfolios.  Therefore, new
arrangements for the management of JP Fund assets would have to be
obtained either by the Reorganization or some other means.  Second, the
Board carefully considered the similarities and differences of the
investment objectives, policies and methods of JP Fund and Oppenheimer
Fund.  The Board also carefully considered the fact that the
Reorganization would afford JP Fund shareholders the capabilities and
resources of OFI and its affiliates in the area of investment management
and shareholder servicing.  Finally, the Board carefully considered the
terms and conditions of the Reorganization, including that:  (1) there
would be no sales charge imposed in effecting the Reorganization, (2) the
Reorganization is intended to qualify as a tax-free exchange, and (3) OFI
and JPM would pay all expenses of the reorganization and Oppenheimer Fund
and JP Fund would not pay any of these expenses.  The Board also
considered that the annual operating expenses for Oppenheimer Fund are
higher, as a percentage of net assets, and would be higher on a pro forma
basis after giving effect to the Reorganization, than the operating
expenses of JP Fund due to the fact that Oppenheimer Fund is subject to
a higher management fee rate than JP Fund and Oppenheimer Fund Class A
shares pay a service fee to OFDI. For operating expenses and other expense
information relating to Oppenheimer Fund and JP Fund, see "Comparative Fee
Tables - Expenses of Oppenheimer Fund and JP Fund; Pro Forma Expenses." 


The Board was also advised regarding the provisions of Section 15(f) of
the 1940 Act as they relate to the Acquisition.  Section 15(f) of the 1940
Act provides, in effect, that an investment adviser of a registered
investment company, or an affiliated person of such adviser, may receive
any amount or benefit in connection with the sale of the adviser's
business provided that two conditions are satisfied.  First, an "unfair
burden" must not be imposed on the investment company for which the
investment adviser acts in such capacity as a result of the sale, or any
express or implied terms, conditions or understandings applicable thereto. 
The term "unfair burden" as defined in the 1940 Act, includes any
arrangement during the two-year period after the transaction whereby the
investment adviser (or predecessor or successor advisers), or any
interested person of such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from any person in connection with
the purchase or sale of securities or other property to, from or on behalf
of the investment company (other than ordinary fees for bona fide
principal underwriting services), or from the investment company or its
securities holders (other than fees for bona fide investment advisory and
other services).

Management of the Reorganized Funds (including JP Fund) and management of
the mutual funds managed by OFI into which the Reorganized Funds will be
reorganized (including Oppenheimer Fund) are aware of no circumstances
arising from the Acquisition or preparatory transactions to the
Acquisition that might result in the imposition of an "unfair burden" on
the Reorganized Funds (including JP Fund) or the mutual funds managed by
OFI into which the Reorganized Funds will be reorganized (including
Oppenheimer Fund).  Moreover, the Acquisition Agreement provides that OFI,
JPM and JPC will conduct their businesses (and use their reasonable
efforts to cause their respective affiliates to conduct their businesses)
so as to assure, insofar as is in their control, that no "unfair burden"
will be imposed on the Reorganized Fund (including JP Fund) or any mutual
fund managed by OFI into which a Reorganized Fund would be reorganized
(including Oppenheimer Fund) as a result of the transactions contemplated
by the Acquisition Agreement.              

The second condition of Section 15(f) is that during the three-year period
immediately following a transaction to which Section 15(f) is applicable,
at least 75% of the subject investment company's board of directors must
not be "interested persons" (as defined in the 1940 Act) of the investment
company's investment adviser or predecessor adviser.  The current
composition of the Board of Trustees of each mutual fund managed by OFI
into which a Reorganized Fund would be organized (including Oppenheimer
Fund) is already so composed.

After consideration of the above factors, and such other factors and
information as the directors deemed relevant, the Board, including the
Independent Directors, unanimously approved the Reorganization and the
Reorganization Agreement and voted to recommend its approval to the
shareholders of JP Fund.

The Trust's Board of Trustees, on behalf of Oppenheimer Fund, including
the trustees who are not "interested persons" of Oppenheimer Fund,
unanimously approved the Reorganization and the Reorganization Agreement
and determined that the Reorganization is in the best interests of
Oppenheimer Fund and its shareholders.  The Board of Trustees further
determined that the Reorganization would not result in dilution of the
Oppenheimer Fund shareholders' interests.  The Board of Trustees
considered, among other things, that an increase in Oppenheimer Fund's
asset base as a result of the Reorganization could benefit Oppenheimer
Fund shareholders due to the economies of scale available to a larger
fund.  Over time, these economies of scale may result in slightly lower
costs per account for each Oppenheimer Fund shareholder through lower
operating expenses and transfer agency expenses.  

The Reorganization

The following summary of the Reorganization Agreement is qualified in its
entirety by reference to the Reorganization Agreement (a copy of which is
set forth in full as Exhibit A to this Proxy Statement and Prospectus). 
The Reorganization Agreement contemplates a reorganization under which (1)
substantially all of the assets of JP Fund would be transferred to
Oppenheimer Fund in exchange for Class A shares of Oppenheimer Fund having
a value equal to the value of the JP Fund assets transferred, (2) these
Class A shares would be distributed among shareholders of JP Fund in
liquidation of JP Fund and (3) the outstanding shares of JP Fund would be
cancelled.  Prior to the Closing Date (as hereinafter defined), which is
expected to within 10 business days after JP Fund shareholder approval of
the Reorganization is obtained, JP Fund will endeavor to discharge all of
its liabilities and obligations when and as due prior to such date. 
Oppenheimer Fund will not assume any liabilities or obligations of JP Fund
except for portfolio securities purchased which have not settled in the
ordinary course of business.  In this regard, JP Fund will retain a cash
reserve (the "Cash Reserve") in an amount which is deemed sufficient in
the discretion of the Board for the payment of (a) JP Fund's expenses of
liquidation (if any) and (b) JP Fund's liabilities, other than those
assumed by Oppenheimer Fund.  The Cash Reserve will be accounted for as
a liability of JP Fund in determining its net asset value. The number of
full and fractional Class A shares of Oppenheimer Fund to be issued to JP
Fund will be determined on the basis of Oppenheimer Fund's and JP Fund's
relative net asset values per share, computed as of the close of business
of The New York Stock Exchange Inc. on the business day preceding the
Closing Date (the "Valuation Date").  The Closing Date for the
Reorganization will be the date of the closing of the Acquisition under
the Acquisition Agreement or such other date as may be mutually agreed
upon in writing.

The valuation procedures set forth in Oppenheimer Fund's Prospectus and
the Oppenheimer Fund Additional Statement will be utilized to determine
the value of JP Fund's assets to be transferred to Oppenheimer Fund
pursuant to the Reorganization, the value of Oppenheimer Fund's assets and
the net asset value of shares of Oppenheimer Fund.  Such values will be
computed by JPM and OFI, respectively, as of the Valuation Date in a
manner consistent with OFI's regular practice in pricing Oppenheimer Fund.

The Reorganization Agreement provides for coordination between the funds
as to their respective portfolios so that, on and after the Closing Date,
Oppenheimer Fund will be in compliance with all of its investment policies
and restrictions.  JP Fund will recognize capital gain or loss on any
sales made pursuant to this condition.  If JP Fund realizes net gain from
the sale of securities, such gain, to the extent not offset by capital
loss carry-forwards, will be distributed to shareholders prior to the
Closing Date and will be taxable to shareholders as long-term capital gain
or, if the assets disposed of had not been held for more than one year,
as ordinary income.  Except for sales, if any, made pursuant to the
foregoing condition or in the ordinary course of business, JP Fund does
not expect to sell any of its portfolio securities prior to the Closing
Date.  Except for dispositions to be made in the ordinary course of
business or in an amount deemed not to be significant, Oppenheimer Fund
has no present intention of disposing of the assets of JP Fund to be
acquired in the Reorganization.

Contemporaneously with the closing, JP Fund will be liquidated (except for
the Cash Reserve) and JP Fund will distribute or cause to be distributed
pro rata to JP Fund shareholders of record on the Valuation Date the full
and fractional Class A shares of Oppenheimer Fund received by JP Fund. 
Upon such liquidation, all issued and outstanding shares of the JP Fund
will be cancelled on JP Fund's books and JP Fund shareholders will have
no further rights as shareholders of JP Fund.  To assist JP Fund in the
distribution of Oppenheimer Fund shares, Oppenheimer Fund will, in
accordance with a shareholder list supplied by JP Fund, cause Oppenheimer
Fund's transfer agent to credit and confirm an appropriate number of Class
A shares of Oppenheimer Fund to each shareholder of JP Fund.  Certificates
for shares of Oppenheimer Fund will be issued upon written request of a
former shareholder of JP Fund but only for whole shares with fractional
shares credited to the name of the shareholder on the books of Oppenheimer
Fund.  Former shareholders of JP Fund who wish certificates representing
their shares of Oppenheimer Fund must, after receipt of their
confirmations, make a written request to OppenheimerFunds Services, P.O.
Box 5270, Denver, Colorado 80217.  Shareholders of JP Fund holding
certificates representing their shares will not be required to surrender
their certificates to anyone in connection with the Reorganization.  After
the Reorganization, however, it will be necessary for such shareholders
to surrender such certificates in order to redeem, transfer, pledge or
exchange any shares of Oppenheimer Fund, or to obtain a certificate for
Oppenheimer Fund shares to replace a certificate(s) for former JP Fund
shares.  After the closing of the Reorganization, JP Fund will not conduct
any business except in connection with the winding up of its affairs. 

Under the Reorganization Agreement, within one year after the Closing
Date, JP Fund shall either (i) transfer any remaining amount of the Cash
Reserve to Oppenheimer Fund, if such remaining amount (as reduced by the
estimated cost of distributing it to shareholders) is not material (as
defined below), or (ii) distribute such remaining amount to the
shareholders of JP Fund who were such on the Valuation Date.  Such
remaining amount shall be deemed to be material if the amount to be
distributed, after deducting the estimated expenses of the distribution,
equals or exceeds one cent per share of JP Fund outstanding on the
Valuation Date.  After this transfer or distribution, and after all final
reports and tax returns have been filed and the winding up of JP Fund's
affairs has been completed, JP Fund will be dissolved as a corporation
under North Carolina law.

The consummation of the Reorganization is subject to the conditions set
forth in the Reorganization Agreement, including, without limitation,
approval of the Reorganization by JP Fund's shareholders.  Notwithstanding
approval of JP Fund's shareholders, the Reorganization may be terminated
at any time prior to the Closing Date (1) by mutual written consent of JP
Fund, and the Trust, on behalf of Oppenheimer Fund, (2) by JP Fund or the
Trust, on behalf of Oppenheimer Fund, if the Closing shall not have
occurred on or before December 31, 1996,  (3) by JP Fund or the Trust, on
behalf of Oppenheimer Fund, if the other party shall fail to perform in
any material respect its agreements contained in the Reorganization
Agreement required to be performed on or prior to the Closing Date, the
other party materially breaches any representation, warranty, or covenant
contained in the Reorganization Agreement, the JP Fund shareholders fail
to approve the Reorganization Agreement, or if a condition in the
Reorganization Agreement expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it
will not or cannot be met prior to the Closing Date, or (4) if a
suspension in the redemption of shares shall continue for 60 days beyond
the Valuation Date. The Reorganization Agreement will automatically
terminate prior to the Closing if the Acquisition Agreement is terminated
or the Acquisition is not consummated.  Termination of the Reorganization
Agreement pursuant to (1), (2) or (4) above, or an  automatic termination
as described in the preceding sentence, will terminate all obligations of
the parties thereto and there will be no liability for damages.  In such
case JP Fund and Oppenheimer Fund will be reimbursed for its expenses
incurred with respect to the Reorganization by JPM and OFI, respectively. 
In the event of a termination pursuant to (3) above, all obligations of
Oppenheimer Fund and JP Fund under the Reorganization Agreement will be
terminated without liability for damages except that the party in breach
(other than a breach due to JP Fund shareholders not approving the
Reorganization) of the Reorganization Agreement will, upon demand,
reimburse (such reimbursement to be made by such party's investment
adviser) the non-breaching party for all expenses and reasonable out-of-
pocket fees (if any) incurred in connection with the transactions
contemplated by the Reorganization Agreement.

Pursuant to the Reorganization Agreement, JPC has agreed to indemnify and
hold harmless JP Fund, Oppenheimer Fund, their investment advisers and
their respective trustees, officers and shareholders against claims
resulting from certain actions or a failure to act by JP Fund and OFI has
agreed to indemnify and hold harmless JP Fund and its investment adviser
and their respective directors, officers and shareholders against claims
resulting from certain actions or a failure to act by Oppenheimer Fund.

In addition, JPC has separately agreed with JP Fund and the Independent
Directors that, if indemnification from the assets of JP Fund or liability
insurance is not available to the Independent Directors after the Closing
Date, JPC will indemnify and hold the Independent Directors harmless to
the same extent as provided under the JP Fund's Articles of Incorporation.

Approval of the Reorganization will require the vote specified below in
"Information Concerning the Meeting - Record Date; Vote Required; Share
Information."  If the Reorganization is not approved by the shareholders
of JP Fund, the Board will consider other possible courses of action.

Tax Aspects of the Reorganization

At or prior to the Closing Date, JP Fund will declare a dividend in an
amount large enough so that it will have declared a dividend of all of its
investment company taxable income and net capital gain, if any, for the
taxable period ending on or around the Closing Date (determined without
regard to any deduction for dividends paid).  Such dividends will be
included in the taxable income of JP Fund's shareholders as ordinary
income and long-term capital gain, respectively.

The exchange of the assets of JP Fund for Class A shares of Oppenheimer
Fund and the assumption by Oppenheimer Fund of certain liabilities of JP
Fund is intended to qualify for federal income tax purposes as a
reorganization under Section 368(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code").  JP Fund has represented to Sutherland,
Asbill & Brennan, tax counsel to JP Fund, that there is no plan or
intention by any JP Fund shareholder who owns 5% or more of JP Fund's
outstanding shares and, to JP Fund's best knowledge, there is no plan or
intention on the part of the remaining JP Fund shareholders, to redeem,
sell, exchange or otherwise dispose of a number of Oppenheimer Fund shares
received in the transaction that would reduce JP Fund shareholders'
ownership of Oppenheimer Fund Class A shares to a number of shares having
a value, as of the Closing Date, of less than 50% of the value of all the
formerly outstanding JP Fund shares as of the same date.  JP Fund has also
represented that Oppenheimer Fund will acquire at least 90% of the fair
market value of the net assets and at least 70% of the fair market value
of the gross assets held by JP Fund immediately prior to the
Reorganization.  JP Fund and Oppenheimer Fund have each further
represented to Sutherland, Asbill & Brennan the fact that, as of the
Closing Date, JP Fund and Oppenheimer Fund will qualify as regulated
investment companies or will meet the diversification test of Section
368(a)(2)(F)(ii) of the Code.  As of the Record Date, JPLIC owned
730,820.996 shares of JP Fund, representing 34.21% of the outstanding
shares of JP Fund as of such date.  JPLIC has informed OFI and Oppenheimer
Fund that it intends to redeem all Class A Oppenheimer Fund shares
received pursuant to the Reorganization soon after the Reorganization.

As a condition to the closing of the Reorganization, Oppenheimer Fund and
JP Fund will receive the opinion of Sutherland, Asbill & Brennan to the
effect that, based on the Reorganization Agreement, information given by
JPC, the above representations and other representations as such firm
shall reasonably request, existing provisions of the Code, Treasury
Regulations issued thereunder, current Revenue Rulings, Revenue Procedures
and court decisions, for federal income tax purposes: 

      (a) The reorganization contemplated by the Reorganization Agreement
      will constitute a "reorganization" within the meaning of Section
      368(a)(1)(C) of the Code and JP Fund and Oppenheimer Fund will each
      be a "party to the reorganization" within the meaning of Section
      368(b) of the Code.

      (b) No gain or loss will be recognized by Oppenheimer Fund upon the
      receipt of the assets transferred to it by JP Fund in exchange for
      Class A shares of Oppenheimer Fund and the assumption by Oppenheimer
      Fund of certain identified liabilities of JP Fund. (Section 1032)

      (c) No gain or loss will be recognized by JP Fund upon the transfer
      of its assets to Oppenheimer Fund in exchange solely for Class A
      shares of Oppenheimer Fund and the assumption by Oppenheimer Fund of
      certain identified liabilities of JP Fund (if any) and the subsequent
      distribution by JP Fund of such Class A shares to the shareholders
      of JP Fund. (Section 361)

      (d) No gain or loss will be recognized by JP Fund shareholders upon
      the exchange of the JP Fund shares solely for the Class A shares of
      Oppenheimer Fund. (Section 354)

      (e) The basis of the Class A shares of Oppenheimer Fund to be
      received by each JP Fund shareholder pursuant to the reorganization
      will be the same as the adjusted basis of that shareholder's JP Fund
      shares surrendered in exchange therefor. (Section 358)

      (f) The holding period of Class A shares of Oppenheimer Fund to be
      received by each JP Fund shareholder will include the shareholder's
      holding period for the JP Fund shares surrendered in exchange
      therefor, provided such JP Fund shares were held as capital assets
      on the Closing Date. (Section 1223)

      (g) Oppenheimer Fund's basis for the assets transferred to it by JP
      Fund will be the same as JP Fund's tax basis for the assets
      immediately prior to the reorganization. (Section 362(b)) 

      (h) Oppenheimer Fund's holding period for the transferred assets will
      include JP Fund's holding period therefor.  (Section 1223)

      (i) Oppenheimer Fund will succeed to and take into account the items
      of JP Fund described in Section 381(c) of the Code, including the
      earnings and profits, or deficit therein, of JP Fund as of the
      Closing Date, subject to the conditions and limitations specified in
      Sections 381, 382, 383 and 384 of the Code.

Shareholders of JP Fund should consult their tax advisers regarding the
effect, if any, of the Reorganization in light of their individual
circumstances.  Since the foregoing discussion only relates to the federal
income tax consequences of the Reorganization, shareholders of JP Fund
should also consult their tax advisers as to state and local tax
consequences, if any, of the Reorganization. 

Dissenters' Rights

Under the North Carolina Business Corporation Act (the "NCBCA"), the state
statute governing JP Fund, shareholders of a company acquired in a
reorganization who do not vote to approve the reorganization could have,
under certain circumstances, "appraisal rights" (where they may elect to
have the "fair value" of their shares as of the day prior to such
reorganization, determined in accordance with the NCBCA, judicially
appraised and paid to them).  The Division of Investment Management of the
SEC has taken the position that Rule 22c-1 under the 1940 Act preempts
certain appraisal provisions in state statutes that conflict with the
Rule.  Rule 22c-1 provides that no open-end investment company, such as
JP Fund, may redeem its shares other than at net asset value computed
after receipt of a tender of such security for redemption.  Accordingly,
dissenters' rights of appraisal are amended for shareholders of JP Fund
with respect to the Reorganization insofar as shareholders may only
receive the "fair value" of their JP Fund shares or Oppenheimer Fund Class
A shares, as the case may be, as of the date that they tender such shares
for redemption.

Capitalization Table (Unaudited)

The table below sets forth the capitalization of Oppenheimer Fund and JP
Fund and indicates the pro forma combined capitalization as of June 30,
1996 as if the Reorganization had occurred on that date.



                                                                       Net Asset
                                                Shares                 Value
Oppenheimer Fund          Net Assets            Outstanding            Per Share
                                                                       
                                                                
   Class A Shares         $185,953,610          17,713,731             $10.50
   Class B Shares*          37,353,716           3,559,164              10.50
   Class C Shares*           3,286,053             312,817              10.50

JP Fund                   $ 20,306,866           2,191,978             $ 9.26


Pro Forma Combined 
Fund**
   Class A Shares         $206,260,476          19,647,718             $10.50 
   Class B Shares*          37,353,716           3,559,164              10.50
   Class C Shares*           3,286,053             312,817              10.50

- ------------------
* No Oppenheimer Fund Class B or Class C shares are being issued in the
Reorganization because JP Fund does not have Class B or Class C shares. 


**Reflects issuance of 1,933,987 Class A shares of Oppenheimer Fund in a
tax-free exchange for the net assets of JP Fund, aggregating $20,306,866
for shares of JP Fund.

The pro forma ratio of expenses to average annual net assets of the
combined funds at June 30, 1996 would have been 1.28% with respect to
Class A shares.

COMPARISON BETWEEN OPPENHEIMER FUND AND JP FUND

Comparative information about Oppenheimer Fund and JP Fund is presented
below.  More complete information about Oppenheimer Fund and JP Fund is
set forth in their respective Prospectuses (which, as to Oppenheimer Fund,
accompanies this Proxy Statement and Prospectus and is incorporated herein
by reference) and Statements of Additional Information.  To obtain copies
of either Prospectus, see "Miscellaneous - Public Information."  

Comparison of Investment Objectives, Policies and Restrictions

As its investment objective, Oppenheimer Fund seeks a high level of
current income by investing mainly in debt instruments.  JP Fund's primary
investment objective is to seek the maximum level of current income as is
consistent with prudent risk.  A secondary investment objective of JP Fund
is to seek growth of income and capital.  In seeking their investment
objectives, which are fundamental policies, Oppenheimer Fund and JP Fund
employ the investment policies as described in detail below.  

Oppenheimer Fund.  Under normal market conditions, Oppenheimer Fund
invests at least 65% of its total assets in a diversified portfolio of
investment grade debt securities.  These include: (i) debt securities
rated BBB or above by S&P, Baa or above by Moody's or an equivalent rating
category of another nationally-recognized rating organization or, if
unrated, which are of comparable quality as determined by OFI; (ii)
securities issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities or obligations secured by
such securities ("U.S. Government Securities"); and (iii) high-quality,
short-term money market instruments.

Currently, Oppenheimer Fund may invest up to 35% of its total assets in
debt securities rated lower than investment grade or, if unrated, judged
by OFI to be of comparable quality to such lower-rated securities
(collectively, "lower-rated securities").  Lower-rated securities (often
called "junk bonds") are considered speculative and involve greater risk
than investment grade debt securities.  Lower-rated securities include
securities rated BB, B, CCC, CC, C and D by S&P or Ba, B, Caa, Ca and C
by Moody's.  Bonds rated BB, B, CCC and CC by S&P are regarded, on
balance, as predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal in accordance with the terms
of the obligation.  Bonds on which no interest is paid are rated C by S&P. 
Bonds rated D by S&P are in default and payment of interest and/or
repayment of principal is in arrears.  Bonds rated Ba or B by Moody's are
judged to have speculative elements; their future is not well-assured. 
Bonds rated Caa by Moody's are of poor standing and may be in default;
bonds rated Ca are speculative in a high degree and are often in default;
bonds rated C are regarded as having extremely poor prospects of attaining
any real investment standing.  

OFI anticipates that Oppenheimer Fund will generally invest at least 75%
of its total assets in: (i) U.S. corporate bonds rated "A" or better and
(ii) U.S. government and agency bonds.  OFI further anticipates that
Oppenheimer Fund will invest an additional 15% of its total assets in non-
investment grade domestic corporate bonds and 10% of total assets in non-
investment grade foreign bonds.  These anticipated investment targets,
including the allocation between domestic and foreign lower-rated debt
securities, are not fundamental investment policies, and they are subject
to fluctuation and may be changed by OFI without further notice to
shareholders or amended prospectus disclosure.  When investing Oppenheimer
Fund's assets, OFI considers many factors, including current developments
and trends in both the economy and the financial markets.  Under normal
market conditions, Oppenheimer Fund's target duration will be
approximately five.  Duration is a measure of the anticipated rise or
decline in value for a 1% change in interest rates.  For example, a
duration of two in a portfolio indicates that for every 1% rise in general
interest rates, the portfolio's value would be expected to fall 2%, and
vice versa.

Oppenheimer Fund may invest in debt securities issued or guaranteed by
foreign companies and debt securities of foreign governments or their
agencies.  However, if Oppenheimer Fund's assets are held abroad, the
countries in which they are held and the sub-custodians holding then must
be approved by the Trust's Board of Trustees when required to do so under
applicable regulations.  

Oppenheimer Fund may also invest in U.S. Government Securities (including
mortgage-related U.S. Government Securities that are issued or guaranteed
by federal agencies or government-sponsored entities but are not supported
by the full faith and credit of the U.S. Government), mortgage-backed
securities, whether issued by the U.S. government or private issuers,
CMOs, stripped CMOs and asset-backed securities, all of which are
discussed above.  See "Principal Risk Factors."  In addition to the
foregoing, Oppenheimer Fund may invest in zero coupon securities, illiquid
securities and short-term debt instruments and may enter into short sales
against-the-box.  With respect to the percentage of assets that may be
invested in particular industries or in the securities of one or more
issuers, Oppenheimer Fund is subject to certain concentration and
diversification requirements as set forth in "Investment Restrictions" (1)
and (4) below.

JP Fund.  JP Fund proposes to achieve its investment objectives by
investing primarily in fixed-income securities rated A or better by S&P
or Moody's. JP Fund will also purchase dividend paying common stocks. 
Fixed-income securities will include debt securities and preferred stocks,
some of which may have a call on common stock by means of conversion
privilege or attached warrants.  When the incremental yield available on
corporate securities is small compared to that available on U.S. Treasury
securities, JP Fund may invest substantially in U.S. Treasury securities. 
JP Fund may also hold cash or invest in short-term securities and may
purchase U.S. Government obligations with a simultaneous agreement by the
seller to repurchase the securities at the original price plus accrued
interest; provided that not more than 10% of JP Fund's net assets may be
invested in such repurchase agreements that mature in more than seven
days.  Although JP Fund may invest to a limited extent in lower-grade
securities, its fixed-income investments that are rated are currently all
investment grade.  JP may invest in other securities including foreign
securities (provided they are issued by Canadian companies) and mortgage-
backed securities.  The percentage of assets invested in different types
of securities will vary from time to time depending upon the judgment of
JPM as to general market and economic conditions, fiscal and monetary
policy and trends in interest rates and yields.  JP Fund's investments
(other than cash and U.S. Government securities) are diversified among the
securities issued by different companies and governments to the extent
that no more than 5% of its total assets may be invested in securities
issued by any one issuer.  In addition, JPM generally selects investments
for JP Fund from among many different industries and may invest up to 25%
of JP Fund's assets in a single industry.

Special Investment Methods

Oppenheimer Fund and JP Fund may use certain special investment methods
as summarized below.

Loans.  JP Fund is prohibited from making loans except to the extent of
investing in repurchase agreements or purchasing a portion of an issue of
a debt security distributed to the public.  Oppenheimer Fund may not make
loans.  It may, however, invest in debt obligations consistent with its
investment objective and policies and may enter into repurchase
agreements.  Oppenheimer Fund may also lend its portfolio securities, but
has no present intention of doing so.

Repurchase Agreements and Illiquid Securities.  Both Oppenheimer Fund and
JP Fund may enter into repurchase agreements.  Repurchase agreements must
be fully collateralized.  However, if the vendor fails to pay the resale
price on the delivery date, the funds may experience costs or delays in
disposing of the collateral and may experience losses to the extent that
the proceeds from the sale of the collateral is less than the repurchase
price.

There is no limit on the amount of either fund's net assets that may be
invested subject to repurchase agreements of seven days or less because
these investments are liquid and may be disposed of promptly.  Neither
fund will purchase illiquid or restricted securities (which are subject
to legal or contractual restrictions on resale) that will cause more than
10% of its net assets to be invested in such securities.  As to
Oppenheimer Fund, this percentage limit may increase to 15% with respect
to all illiquid or restricted securities if approved by its Board of
Trustees.  Repurchase agreements with maturities longer than seven days
are considered illiquid.  JP Fund has no present intention of acquiring
restricted securities.

For Oppenheimer Fund, certain restricted securities, eligible for resale
to qualified institutional purchasers, are not subject to the foregoing
limitation.   However, investing in such restricted securities could have
the effect of increasing the level of fund illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in
purchasing these securities.

Hedging.  Oppenheimer Fund may purchase and sell: futures contracts that
relate to foreign currencies, financial indices and interest rates;
certain put and call options; and options on futures, broadly-based stock
indices, bond indices and foreign currency.  Oppenheimer Fund may also
enter into interest rate swap agreements.  These are all referred to as
"hedging instruments."  Oppenheimer Fund does not use hedging instruments
for speculative purposes.  Up to 50% of Oppenheimer Fund's total assets
may be subject to covered calls.  Oppenheimer Fund will not write puts if
more than 50% of its net assets would have to be segregated to cover put
obligations.  Oppenheimer Fund may only purchase a call or put if, after
such purchase, the value of all call and put options held by Oppenheimer
Fund would not exceed 5% of Oppenheimer Fund's total assets.  Other limits
on the use of hedging instruments are described in Oppenheimer Fund's
Prospectus and the Oppenheimer Fund Additional Statement.  JP Fund does
not invest in hedging instruments.

Hedging instruments may be used to manage Oppenheimer Fund's exposure to
the possibility that the prices of its portfolio securities may decline,
or to establish a position in the securities market as a temporary
substitute for purchasing individual securities; to try to manage its
exposure to changing interest rates; to hedge the Fund's portfolio against
price fluctuations; and to increase the Fund's exposure to the securities
market.  Forward contracts are used to try to manage foreign currency
risks on the Fund's foreign investments.  Oppenheimer Fund's foreign
currency  options are used to try to protect against declines in the
dollar value of foreign securities Oppenheimer Fund owns, or to protect
against an increase in the dollar cost of buying foreign securities. 
Oppenheimer Fund may write covered call options to provide income for
liquidity purposes, defensive reasons, or to raise cash to distribute to
shareholders.

The use of hedging instruments requires special skills and knowledge of
investment techniques that are different than those required for normal
portfolio management.  If Oppenheimer Fund uses a hedging instrument at
the wrong time or judges market conditions incorrectly, hedging strategies
may reduce the Fund's return.  Oppenheimer Fund could also experience
losses if the prices of its futures and options positions were not
correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option. Options
trading involves the payment of premiums, and options, futures and forward
contracts are subject to special tax rules that may affect the amount,
timing and character of Oppenheimer Fund's distributions to its
shareholders.  There are also special risks in particular hedging
strategies.  If a covered call written by Oppenheimer Fund is exercised
on an investment that has increased in value, Oppenheimer Fund will be
required to sell the investment at the call price and will not be able to
realize any profit if the investment has increased in value above the call
price.  Interest rate swaps are subject to credit risks (if the other
party fails to meet its obligations) and also to interest rate risks. 
Oppenheimer Fund could be obligated to pay more under its swap agreements
than it receives under them, as a result of interest rate changes.   

Derivative Investments.  Oppenheimer Fund can invest in a number of
different kinds of "derivative investments."  Some types of derivatives
are hedging instruments and may be used for hedging purposes, as described
above.  Oppenheimer Fund may invest in others because they offer the
potential for increased income.  In general, a "derivative investment" is
a specially-designed security or contract the performance of which is
linked to the performance of another investment or security, such as an
option contract, futures contract, index, currency or commodity.  In the
broadest sense, derivative investments include the hedging instruments,
mortgage-backed and asset-backed securities and CMOs in which both of the
funds may invest.  Other types of derivatives in which Oppenheimer Fund
may invest include index-linked or commodity-linked notes, debt
exchangeable for common stock, equity-linked debt securities and currency-
indexed securities. JP Fund does not have a policy with regard to
investments in such other types of derivatives investments such as hedging
instruments. Nonetheless, JP Fund has never invested in such derivative
investments and JPM has no intention of having JP Fund invest in such
investments. 

One risk of investing in derivative investments is that the company
issuing the instrument might not pay the amount due on the maturity of the
instrument.  There is also the risk that the underlying investment or
security might not perform the way the investment adviser expected it to
perform.  The performance of derivative investments may also be influenced
by interest rate changes in the U.S. and abroad.  All of these risks can
mean that Oppenheimer Fund will realize less income than expected from its
investments, or that it can lose part or all of the value of its
investments, which will affect its share price. 

When-Issued and Delayed Delivery Transactions.  JP Fund and Oppenheimer
Fund may purchase securities on a "when-issued" basis and may purchase or
sell such securities on a "delayed delivery" basis.  These terms refer to
securities that have been created and for which a market exists, but which
are not available for immediate delivery or are to be delivered at a later
date.  There may be a risk of loss to either fund if the value of the
security changes prior to the settlement date. Although JP Fund may
purchase securities on a "when-issued" basis and may purchase or sell such
securities on a "delayed delivery" basis, it has not done so to date and
JPM has no intention of having JP Fund do so in the foreseeable future.

Investment Restrictions

Both Oppenheimer Fund and JP Fund have certain investment restrictions
that, together with their respective investment objectives, are
fundamental policies changeable only by shareholder approval.  The
investment restrictions of Oppenheimer Fund and JP Fund are set forth
below.  

Oppenheimer Fund cannot: (1) make short sales except for sales "against
the box"; (2) borrow money or enter into reverse repurchase agreements,
except that Oppenheimer Fund may borrow money from banks and enter into
reverse repurchase agreements as a temporary measure for extraordinary or
emergency purposes (but not for the purpose of making investments),
provided that the aggregate amount of all such borrowings and commitments
under such agreements does not, at the time of borrowing or of entering
into such an agreement, exceed 10% of Oppenheimer Fund's total assets
taken at current market value; Oppenheimer Fund will not purchase
additional portfolio securities at any time that the aggregate amount of
its borrowings and its commitments under reverse repurchase agreements
exceeds 5% of Oppenheimer Fund's net assets (for purposes of this
restriction, entering into portfolio lending agreements shall not be
deemed to constitute borrowing money); (3) concentrate its investments in
any particular industry except that it may invest up to 25% of the value
of its total assets in the securities of issuers in any one industry (for
utilities, gas, electric, water and telephone each will be considered as
a separate industry); (4) buy securities issued or guaranteed by any one
issuer (except the U.S. Government or any of its agencies or
instrumentalities) if with respect to 75% of its total assets (a) more
than 5% of Oppenheimer Fund's total assets would be invested in the
securities of that issuer, or (b) Oppenheimer Fund would own more than 10%
of that issuer's voting securities; (5) act as an underwriter, except to
the extent that, in connection with the disposition of portfolio
securities, Oppenheimer Fund may be deemed an underwriter under applicable
laws; (6) invest in oil, gas or other mineral leases, rights, royalty
contracts or exploration or development programs, real estate or real
estate mortgage loans (this restriction does not prevent Oppenheimer Fund
from purchasing securities secured or issued by companies investing or
dealing in real estate and by companies that are not principally engaged
in the business of buying and selling such leases, rights, contracts or
programs); (7) make loans other than by investing in obligations in which
Oppenheimer Fund may invest consistent with its investment objective and
policies and other than repurchase agreements and loans of portfolio
securities; (8) pledge, mortgage or hypothecate its assets, except that,
to secure permitted borrowings, it may pledge securities having a market
value at the time of the pledge not exceeding 15% of the cost of
Oppenheimer Fund's total assets and except in connection with permitted
transactions in options, futures contracts and options on futures
contracts, and except for reverse repurchase agreements and securities
lending; (9) purchase or retain securities of any issuer if, to the
knowledge of the Trust, more than 5% of such issuer's securities are
beneficially owned by officers and trustees of the Trust or officers and
directors of Massachusetts Mutual Life Insurance Company ("MassMutual")who
individually beneficially own more than 1/2 of 1% of the securities of
such issuer; and (10) make loans to an officer, trustee or employee of the
Trust or to any officer, director or employee of MassMutual, or to
MassMutual. 

In accordance with certain non-fundamental policies and guidelines
changeable without shareholder approval, Oppenheimer Fund may not:
(a)invest for the purpose of exercising control over, or management of,
any company; (b) purchase any security of a company which (including any
predecessor, controlling person, general partner and guarantor) has a
record of less than three years of continuous operations or relevant
business experience, if such purchase would cause more than 5% of the
current value of Oppenheimer Fund's assets to be invested in such
companies; and (c) invest in securities of other investment companies
except by purchase in the open market where no commission or profit to a
sponsor or dealer results from such purchase other than the customary
broker's commission, except when such purchase is a part of a plan of
merger, consolidation, reorganization or acquisition.
  
JP Fund cannot: (1) issue senior securities; (2) purchase securities on
margin or sell short, except it may obtain such short-term credits as are
necessary for the clearance of transactions; (3) write, purchase or sell
puts, calls or combinations thereof; (4) borrow money except that, as a
temporary measure for extraordinary or emergency purposes and not for
investment purposes, JP Fund may borrow up to 5% of the value of its total
assets; (5) act as an underwriter of securities of other issuers, except
JP Fund may invest up to 10% of the value of its net assets (at time of
investment) in portfolio securities which JP Fund might not be free to
sell to the public without registration of such securities under the
Securities Act of 1933; (6) purchase or sell real estate or interests in
real estate, nor interests in real estate investment trusts or real estate
limited partnerships (however, JP Fund may purchase interests in real
estate investment trusts whose securities are registered under the
Securities Act of 1933 and are readily marketable); (7) engage in the
purchase and sale of commodities or commodity contracts; (8) make loans,
except to the extent that either of the following is deemed to constitute
a loan:   (a) purchase of a portion of an issue of a debt security
distributed to the public; or (b) investment in "repurchase agreements";
(9) purchase the securities (except U.S. Government securities) of any one
issuer if immediately after and as a result of such purchase (a) the value
of the holdings of JP Fund in the securities of such issuer exceeds 5% of
the value of JP Fund's total assets, or (b) JP Fund owns more than 10% of
the outstanding voting securities of any one class of securities of such
issuer; (10) purchase the securities of open-end investment companies
(except JP Fund may purchase the securities of other investment companies
provided that (a) immediately after such purchase JP Fund and companies
controlled by JP Fund, or other investment companies having the same
investment adviser as JP Fund, do not own more than 10% of the investment
company whose securities are being purchased; (b) JP Fund cannot invest
more than 10% of its total assets in the securities of other investment
companies; and (c) such purchases are made in the open market where no
commission or profit to a sponsor or dealer results other than the
customary broker's commission; notwithstanding the foregoing, restrictions
10(a), 10(b) and 10(c) do not apply in connection with a merger,
consolidation, or plan of reorganization; (11) mortgage, pledge,
hypothecate, or in any manner transfer, as security of indebtedness, any
securities owned or held by JP Fund; (12) participate on a joint or joint
and several basis in any trading account in securities or effect a short
sale of any security, except in connection with an underwriting in which
it is a participant in the circumstances specified in "5" above; and (13)
purchase or retain the securities of any issuer if those officers and
directors of JP Fund, its adviser or underwriter owning individually more
than 0.5% of the securities of such issuer together own more than 5% of
the securities of such issuer.  As non-fundamental policies changeable
without shareholder approval, JP Fund cannot: (a) invest in companies for
the purpose of exercising control or management; (b) invest in foreign
securities other than securities issued by Canadian companies; and (c)
invest in interests of oil, gas or other mineral exploration or
development programs (including oil, gas or mineral leases).

Oppenheimer Fund Performance

Oppenheimer Fund does not maintain a fixed dividend rate and there can be
no assurance as to the payment of any dividends or the realization of any
capital gains.

During Oppenheimer Fund's fiscal year ended December 31, 1995, declines
in interest rates lead to a strong rally in Treasury securities, which
contributed to positive overall performance.  In the third and fourth
quarters of 1995, Oppenheimer Fund reduced its allocation to Treasury
securities, in order to realize profits and to emphasize investments in
different categories of U.S. Government and corporate bonds.  During that
period, Oppenheimer Fund added to its holdings in the corporate bond
sector, favoring companies in industries expected to experience earnings
growth, such as cable, communications, broadcasting and media firms. 
Oppenheimer Fund also allocated assets to non-agency mortgage-backed
securities, which have a higher degree of issuer default and therefore pay
higher yields than Government agency mortgage obligations.  Issues of
utilities and cyclical industries such as mining and metals companies were
underweighted in Oppenheimer Fund's portfolio.  Oppenheimer Fund's
investment performance will vary over time depending on market conditions,
the composition of the portfolio, expenses and which class of shares an
investor owns.  Past performance should not be considered a prediction of
future performance.  Prior to July 10, 1995, Oppenheimer Fund's
investments were limited to investment grade bonds, U.S. Government
Securities and money market instruments.  Such investment policies were
changed pursuant to shareholder approval on July 10, 1995.

Included in the prospectus for Oppenheimer Fund, a copy of which
accompanies this Proxy Statement and Prospectus and is incorporated herein
by reference, in the section entitled "Performance of Oppenheimer Fund"
is a performance graph which depicts the performance of a hypothetical
investment of $10,000 in Class A, Class B and Class C shares of
Oppenheimer Fund held until December 31, 1995; in the case of Class A
shares, since April 15, 1988; in the case of Class B shares, from the
inception of the class on May 1, 1993 and in the case of Class C Shares,
from inception of the class on July 11, 1995 with all dividends and
capital gains distributions reinvested on the reinvestment date.  The
average annual total return of shares of Oppenheimer Fund are compared
with the performance of Lehman Brothers Corporate Bond Index, a broad-
based, unmanaged index of publicly-issued nonconvertible investment grade
corporate debt of U.S. issuers, widely recognized as a measure of the U.S.
fixed-rate corporate bond market.  The Lehman Brothers Corporate Bond
Index includes a factor for the reinvestment of interest, but does not
consider the effect of expenses, capital gains or transaction costs, and
none of the data shows the effect of taxes.

Information on JP Fund performance is set forth in JP Fund's current
Prospectus and in its Annual Report as of December 31, 1995, which may be
obtained without charge as set forth in "Miscellaneous - Public
Information."  Such information is incorporated herein by reference.

Additional Comparative Information

General.  For a discussion of the organization and operation of
Oppenheimer Fund, including brokerage practices, see "Investment Objective
and Policies" and "How the Fund is Managed" in Oppenheimer Fund's current
Prospectus and "Brokerage Policies of the Fund" in the Oppenheimer Fund
Additional Statement.  For a discussion of the organization and operation
of JP Fund, including brokerage practices, see "Investment Objectives and
Policies," "Portfolio Managers" and "Who Manages The Funds" in JP Fund's
current Prospectus and "Brokerage" in the JP Fund Additional Statement.

Financial Information.  For certain financial information about
Oppenheimer Fund and JP Fund, see as to Oppenheimer Fund "Financial
Highlights" and "Performance of the Fund" in Oppenheimer Fund's current
Prospectus and as to JP Fund "Condensed Financial Information" and
"Performance" in JP Fund's current Prospectus.

Management of Oppenheimer Fund and JP Fund.  For information about the
management of Oppenheimer Fund and JP Fund, including their respective
Boards of Trustees or Directors, investment adviser, portfolio managers
and distributor, see, as to Oppenheimer Fund, "Expenses" and "How the Fund
is Managed" in the Oppenheimer Fund current Prospectus and "How the Fund
is Managed," "Trustees and Officers of the Fund" and "The Manager and Its
Affiliates" in the Oppenheimer Fund Additional Statement, and, as to JP
Fund, "Portfolio Managers" and "Who Manages the Funds" in JP Fund's
current Prospectus and "The Investment Adviser," "The Fund's Distributor"
and "The Fund's Directors and Officers" in the JP Fund Additional
Statement.


Description of Shares of Oppenheimer Fund and JP Fund.  Oppenheimer Fund
is a series of the Trust, Oppenheimer Integrity Funds, a Massachusetts
business trust.  Oppenheimer Fund and its shareholders are governed
principally by its Declaration of Trust, its ByLaws and other governing
documents.  Each share of Oppenheimer Fund represents an interest in
Oppenheimer Fund proportionately equal to the interest of each other share
of the same class and entitles the holder to one vote per share (and a
fractional vote for a fractional share) on matters submitted to a vote at
shareholder meetings.  Shares of Oppenheimer Fund and of the Trust's other
series vote together in the aggregate on certain matters at shareholder
meetings, such as the election of Trustees and ratification of appointment
of auditors.  Shareholders of a particular series or class vote separately
on proposals which affect that series or class, and shareholders of a
series or class which is not affected by that matter are not entitled to
vote on the proposal.  Shareholders of the Trust have the right, under
certain circumstances, to remove a Trustee and will be assisted in
communicating with other shareholders for such purpose.

Oppenheimer Fund is authorized to issue an unlimited number of shares of
beneficial interest.  Shares are freely transferable and shares do not
have cumulative voting rights or preemptive or subscription rights. 
Oppenheimer Fund is governed by a Board of Trustees that has the power,
without shareholder approval, to establish and designate one or more
series and to divide unissued shares into two or more classes.  The Board
of Trustees has established three classes of shares for Oppenheimer Fund,
Class A, Class B and Class C.  Each class invests in the same investment
portfolio.  Each class has its own dividends and distributions, and pays
certain expenses which may be different for the different classes.  Under
certain circumstances, a shareholder of Oppenheimer Fund may be held
personally liable as a partner for the obligations of Oppenheimer Fund,
and under the Trust's Declaration of Trust, such a shareholder is entitled
to indemnification rights by Oppenheimer Fund; the risk of a shareholder
incurring any such loss is limited to the remote circumstances in which
Oppenheimer Fund is unable to meet its obligations. For further
information about the shares of Oppenheimer Fund, see "How the Fund is
Managed" in the Oppenheimer Fund current Prospectus and Oppenheimer Fund
Additional Statement.

JP Fund is a North Carolina corporation with 100,000,000 shares of common
stock, par value $1.00 per share, authorized, which shares are divided
initially into two classes, consisting of 50,000,000 shares of Class A and
50,000,000 shares of Class B.  JP Fund and its shareholders are governed
by its Articles of Incorporation and By-Laws, and by the NCBCA.  The
shares of common stock issued and outstanding on the date Class B shares
are first issued will be reclassified as Class A; no Class B shares have
been issued as of the date hereof.  Each share entitles the holder to
participate equally in dividends and distributions declared by JP Fund and
in its remaining net assets on liquidation after satisfaction of
outstanding liabilities.  JP Fund shares are fully paid and nonassessable
when issued; have no preemptive or conversion rights; are transferable
without restriction; and are redeemable at net asset value.  On matters
submitted for a shareholder vote, each shareholder is entitled to one vote
for each share owned.  Fractional shares have proportionately the same
rights as do full shares.

Oppenheimer Fund is not required to hold, and does not plan to hold,
regular annual meetings of shareholders. In contrast, JP Fund is required
to hold an annual meeting of shareholders each year or in lieu thereof,
a special meeting of shareholders. 

Dividends, Distributions and Taxes.  Oppenheimer Fund declares dividends
from net investment income on each regular business day, distributes
dividends monthly and distributes net long-term and short-term capital
gains annually.  JP Fund's policy is to pay dividends from net investment
income quarterly in February, May, August, and November.  Each December
each fund makes a distribution of the capital gains, if any, realized
during the 12-month period ended the preceding October 31.  For a
discussion of the policies of Oppenheimer Fund and JP Fund with respect
to dividends and distributions, and a discussion of the tax consequences
of an investment in Oppenheimer Fund and JP Fund, see as to Oppenheimer
Fund "Dividends, Capital Gains and Taxes" in the Oppenheimer Fund current
Prospectus and as to JP Fund "Dividends, Distribution and Taxes" in the
JP Fund current Prospectus.

Purchases, Redemptions and Exchanges of Shares.  Information on purchases,
exchanges, and redemptions of shares of Oppenheimer Fund and JP Fund is
provided under "Synopsis -- Purchases, Exchanges and Redemptions" in this
Proxy Statement and Prospectus. For an additional discussion of how shares
of Oppenheimer Fund and JP Fund may be purchased, redeemed and exchanged,
see, as to Oppenheimer Fund, "How to Buy Shares," "How to Sell Shares,"
"Exchanges of Shares," "Special Investor Services," "Service Plan for
Class A Shares," and "Distribution and Service Plans for Class B and Class
C Shares" in Oppenheimer Fund's current Prospectus and the Oppenheimer
Fund Additional Statement and the Oppenheimer Fund Additional Statement
and, as to JP Fund, "How to Purchase Shares," "Shareholder Services" and
"How to Redeem Shares" in JP Fund's current Prospectus.

Shareholder Inquiries.  For a description of how shareholder inquiries
should be made, see, as to Oppenheimer Fund, "How the Fund is Managed" in 
the Oppenheimer Fund current Prospectus and, as to JP Fund, "Additional
Information" in the JP Fund current Prospectus.

The Board of Directors recommends that shareholders approve the
Reorganization Agreement.

ELECTION OF DIRECTORS
(Proposal 2)

The Board of Directors of JP Fund recommends that shareholders elect the
following nominees to serve as the 5 directors of the full Board of
directors of JP Fund:  John C. Ingram, J. Lee Lloyd, Richard W. McEnally,
William E. Moran and E.J. Yelton.  Each of the nominees is presently a
director of JP Fund and has been previously elected by shareholders of JP
Fund.  If elected, the directors will serve until the earlier of the
consummation of the dissolution of JP Fund or the next shareholder meeting
called for the purpose of electing directors, or until the election and
qualification of their successors.  If the enclosed Proxy is duly executed
and received in time for the Meeting, and if no contrary specification is
made as provided therein, it will be voted in favor of the election as
directors of the foregoing nominees.  If any nominee should be unwilling
or unable to serve, which is not now anticipated, the Proxy may be voted
with discretionary authority for a substitute or substitutes as shall be
designated by the Board of Directors.  Certain information concerning the
directors and executive officers of JP Fund is set forth below.

Information Concerning the Board

JP Fund's current Board of Directors consists of 5 directors, all of whom
are elected at annual meetings.  The Board of Directors does not have a
standing audit, nominating or compensation committee.  The following list
of JP Fund's directors and executive officers, all of whom are also
directors and/or officers of Jefferson-Pilot Capital Appreciation Fund,
Inc., JP Investment Grade Bond Fund, Inc., and JP Capital Appreciation
Fund, Inc. (collectively with JP Fund, the "Jefferson-Pilot Funds"),
includes information as to their principal occupations during the past
five years and their principal affiliations.



Name and Other          Position/Office         Principal Occupation(s)           Officer or
Information             with JP Fund            During the Past 5 Years           Director Since
                                          
John C. Ingram*         Director                Senior Vice President,              1989
3802 Woodcote Dr.                               JPLIC since November 1988.
Greensboro, N.C.                                
Age-52                        

J. Lee Lloyd            Director                Managing Director, Lloyd & Company  1994
16 Irving Park Lane                             since April 1991. 
Greensboro, NC  27455                            
Age-36                                          

Richard W. McEnally     Director                Professor of Investment Banking,    1984
401 Brookside Drive                             University of North Carolina at
Chapel Hill, NC                                 at Chapel Hill.
Age-54

William E. Moran        Director                Senior Vice President, Connors      1983
5206 Barnfield Road                             Investor Service, Inc.
Greensboro, NC                                  since January 1995; prior thereto, Chancellor,
Age-64                                          University of North Carolina at 
                                                Greensboro.

W. Hardee Mills, Jr.    Vice President          Vice President, JPLIC               1987
5 St. Francis Court                             since February 1994; prior 
Greensboro, NC  27408                           thereto, Second Vice President,
Age-46                                          JPLIC.

J. Gregory Poole        Secretary               Assistant Secretary of JPC and      1994
1805 Gate Post Drive                            Associate Counsel and Assistant
Greensboro, NC  27455                           Secretary of JPLIC since February
Age-32                                          1994; prior thereto, various 
                                                positions at JPLIC.
                                                
E.J. Yelton*            Director,               Senior Vice President - Investments 1994
3204 St. Regis Road     President,              of JPC and Executive Vice President
Greensboro, NC 27408    Treasurer               - Investments of JPLIC since October 
Age-57                                          1993; prior thereto, President and 
                                                CEO, ING North America 
                                                Investment Centre/Member of
                                                ING Group (investment banking firm).


*     Messrs. Ingram and Yelton are directors that are "interested persons"
(as that term is defined in the 1940 Act) of JP Fund due to the following
positions with JPM and JPC:  Mr. Ingram -Senior Vice President, Treasurer
and Director of JPM, and Mr. Yelton - President and Director, JPM and
Senior Vice President - Investments, JPC.

      The nominees for directors are beneficial owners of the following
shares in JPC, the parent of JP Fund's investment adviser:  Yelton,
54,900; Ingram, 26,010; Moran, None; Lloyd, None; and McEnally, None.  




Officers of JP Fund

The following officers of JP Fund also serve as officers and/or directors
of JPM and JPIS:  E.J. Yelton, President and Treasurer of JP Fund, is
President and a Director of JPM and a Director of JPIS; W. Hardee Mills,
Jr., Vice President of JP Fund, is Vice President of JPM and J. Gregory
Poole, Secretary of JP Fund, is Secretary of JPIS and JPM.  Messrs.
Yelton, Poole and Mills hold positions with the other Jefferson-Pilot
Funds similar to the positions held with JP Fund.  The other Jefferson-
Pilot Funds have the same investment adviser as JP Fund.

The following table provides information regarding the compensation each
nominee for director was paid by JP Fund and the other Jefferson-Pilot
Funds for the year ended December 31, 1995.



                              COMPENSATION TABLE

(1)                 (2)                   (3)                     (4)               (5)
Name of           Aggregate         Pension or Retirement   Estimated Annual  Total Compensation
Person,           Compensation      Benefits Accrued as     Benefits upon     From 
Position          from JP Fund      Part of JP Fund ExpensesRetirement______  Jefferson-Pilot Funds
in Complex
                                                         
John C. Ingram     $0                     $0                      $0                $0
Director

J. Lee Lloyd        1,220                  0                       0                 4,880
Director


Richard W. McEnally   1,220                0                       0                  4,880
Director

William E. Moran    1,220                  0                       0                  4,880
Director

E.J. Yelton         0                      0                       0                 0
Director,
President,
Treasurer

            
Other Information

The Board of Directors met five times during the fiscal year ended
December 31, 1995 and all of the Directors were present for at least 75%
of those meetings.  During the year ended December 31, 1995, directors who
are not employed by JP Fund or its affiliates received a $100 director's
fee for each meeting attended, amounting to an aggregate of $500.  In
addition, each of the Independent Directors receives a fee of $720 per
year payable in equal monthly installments.           

As of the Record Date, JP Fund's directors and officers owned JP Fund
shares in the amounts indicated: John C. Ingram, 86.016 shares; J. Lee
Lloyd, None; Richard W. McEnally, 207.219 shares; William E. Moran,
283.642 shares; E.J. Yelton, 634.006 shares; W. Hardee Mills, Jr., None;
J. Gregory Poole, None; and all directors and officers as a group,
1,210.883 shares.  The percentage of shares beneficially owned by each
such individual, and all directors and officers as a group, did not exceed
1% of JP Fund's outstanding shares.

JP Fund's investment adviser and accounting agent is JPM, P.O. Box 21008,
Greensboro, North Carolina 27420, a North Carolina corporation organized
on January 13, 1970.  JPM is a wholly-owned subsidiary of JPC, an
insurance holding company. JPM serves the other Jefferson-Pilot Funds in
these capacities as well.  JPIS, a North Carolina corporation, with
offices at the same location as JPM, serves as JP Fund's distributor.

Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, MO
64105-1716 (phone: 1-800-292-6701), serves as JP Fund's transfer agent and
dividend paying agent.

RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal 3)

The Board of Directors of JP Fund recommends that the shareholders ratify
the selection of McGladrey & Pullen LLP ("McGladrey & Pullen"), Certified
Public Accountants, to continue to serve as the independent auditors of
JP Fund for the fiscal ending December 31, 1996.  That firm or its
predecessor has served as JP Fund's independent auditors from the time of
JP Fund's incorporation on January 24, 1978.  JP Fund has been advised by
McGladrey & Pullen that neither the said firm nor any of its members have
a direct or indirect financial interest in JP Fund.  McGladrey & Pullen
also serves as independent auditors for JPM.  Representatives of McGladrey
& Pullen are not expected to be present at the Meeting but will be
available should any matter arise requiring their presence.

INFORMATION CONCERNING THE MEETING

The Meeting

The Meeting will be held at the Jefferson-Pilot Building (4th Floor, Room
B-2), 100 North Greene Street, Greensboro, North Carolina 27420 at 10:00
A.M., local time, on December 3, 1996.  At the Meeting, JP Fund
shareholders will be asked to consider and vote upon approval or
disapproval of the Reorganization Agreement, and the transactions
contemplated thereby, including the transfer of substantially all the
assets of JP Fund to Oppenheimer Fund in exchange for Class A shares of
Oppenheimer Fund, the distribution by JP Fund of such shares to its
shareholders in liquidation of JP Fund and the cancellation of the
outstanding shares of JP Fund.  At the Meeting, shareholders of JP Fund
will also be asked to elect five directors and ratify or reject the
selection of independent accountants.

Record Date; Vote Required; Share Information

The Board has fixed the close of business on October 10, 1996 as the
Record Date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting.  The affirmative vote of a majority of the
JP Fund shares entitled to vote at the Meeting is required for approval
of Proposal 1.  The affirmative vote of a majority of JP Fund shares voted
(in person or by proxy) at the Meeting, if a quorum is present at the
Meeting, is required to approve Proposal 3.  A plurality of all the votes
cast at the Meeting, if a quorum is present at the Meeting, is sufficient
to elect the nominees for director (Proposal 2).  Each shareholder will
be entitled to one vote for each share and a fractional vote for each
fractional share held of record at the close of business on the Record
Date.  Only JP Fund shareholders will vote on the Reorganization and the
other Proposals.  The vote of shareholders of Oppenheimer Fund is not
being solicited.

At the close of business on the Record Date, there were approximately
2,136,197 shares of JP Fund issued and outstanding.  The presence in
person or by proxy of the holders of one-third of JP Fund's shares
constitutes a quorum for the transaction of business at the Meeting.  To
the knowledge of JP Fund, as of the Record Date, no person owned of record
or beneficially 5% or more of the outstanding JP Fund shares except for
the following JP Fund shareholder (the number shown parenthetically is the
approximate percentage of the outstanding shares of JP Fund): TLB
Plastics, Inc. Pension Plan, Box 907, Mooresville, North Carolina 28115-
0907 (5.09%).  As indicated above, JPLIC owned 34.21% of the issued and
outstanding JP Fund shares as of the Record Date.  By virtue of owning
more than 25% of JP Fund shares, JPLIC could be deemed to "control" JP
Fund.  JPLIC has informed JP Fund that it intends to vote all of these
shares in favor of each Proposal and for each nominee as Director.  JPLIC,
a North Carolina corporation, is a wholly-owned subsidiary of JPC.

As of the close of business on the Record Date, there were approximately
17,288,764 Class A, 3,569,350 Class B and 366,158 Class C shares of
Oppenheimer Fund issued and outstanding.  To the knowledge of Oppenheimer
Fund, as of the Record Date, no person owned of record or beneficially 5%
or more of the outstanding shares of the Trust, or 5% or more of the
outstanding Class A, Class B or Class C Oppenheimer Fund shares except as
follows (the numbers shown parenthetically are the approximate percentage
of the outstanding Oppenheimer Fund shares of that class): (i) RPSS TR IRA
FBO Shirley Einhorn, 10662 S.W. 79th Terrace, Miami, FL 33173, 25,640.683
Class C shares (7.00%) and (ii) Merrill Lynch Pierce Fenner & Smith, 4800
Deer Lake Drive East, Jacksonville, FL 32246, 195,906 Class B shares
(5.49%) and 25,640.683 Class C shares (7.00%). As of the Record Date,  no
officers or Trustees of the Trust owned shares of Oppenheimer Fund.  

In the event a quorum does not exist on the date originally scheduled for
the Meeting, or, subject to approval of the Board, for other reasons, one
or more adjournments of the Meeting may be sought by the Board. Any
adjournment would require a vote in favor of the adjournment by the
holders of a majority of the shares cast at the Meeting (or any
adjournment thereof) in person or by proxy.  The persons named as proxies
will vote all shares represented by proxies which they are required to
vote in favor of any Proposal, in favor of an adjournment, and will vote
all shares which they are required to vote against any Proposal, against
an adjournment.  In the event that a quorum is present at the Meeting but
the shareholders do not approve the Reorganization, the Reorganization
will be deemed to have not been approved and the Board will consider what
further action, if any, to take.

If a Proxy that is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote"
(that is, a Proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person
entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power), the shares
represented thereby will be considered to be present at the Meeting for
purposes of determining the existence of a quorum for the transaction of
business and be deemed not cast with respect to such proposal. A properly
executed and returned Proxy marked with an abstention will be considered
present at the Meeting for proposes of determining the existence of a
quorum for the transaction of business. However, abstentions and broker
"non-votes" do not constitute a vote "for" or "against" the matter. 
Nevertheless, as to Proposal 1, abstentions and broker non-votes have the
same effect as a vote against the matter and as to Proposal 3, they have
the effect of reducing the number of votes necessary to approve a matter. 

Proxies  

The enclosed form of proxy, if properly executed and returned, will be
voted (or counted as an abstention or withheld from voting) in accordance
with the choices specified thereon, and will be included in determining
whether there is quorum to conduct the Meeting.  If a shareholder executes
and returns a proxy but fails to indicate how the votes should be cast,
the proxy will be voted in favor of the Proposals, and for the election
of each nominee as Director.  The proxy is revocable (a) upon receipt by
JP Fund of written notice of revocation at any time before the proxy is
exercised, (b) upon return to the shareholder, at his or her request, of
the proxy or (c) submission of a revised proxy.

Costs of the Solicitation and the Reorganization

All expenses of this solicitation, including the cost of printing and
mailing this Proxy Statement and Prospectus, will be borne by OFI and JPM.
Similarly, any costs associated with documents included in that mailing,
such as existing prospectuses or annual reports, will be borne by OFI and
JPM.  In addition to the solicitation of proxies by mail, proxies may be
solicited by officers and employees of JPM or JPM affiliates, personally
or by telephone or telecopy. JPM may retain a proxy solicitor to assist
in the solicitation of proxies primarily by contacting shareholders by
telephone and telecopy for a fee that may approximate $10,000, plus
reasonable out-of-pocket expenses.  The cost of such proxy solicitor will
be borne by JPM.

Brokerage houses, banks and other fiduciaries may be requested to forward
soliciting material to the beneficial owners of shares of JP Fund and to
obtain authorization for the execution of proxies.  For those services,
if any, they will be reimbursed by JPIS for their reasonable out-of-pocket
expenses.

In addition to the proxy solicitation expenses (as described above), OFI
and JPM will bear the cost of the tax opinion, as well as any other
expenses associated with the Reorganization, including legal and
accounting expenses.

MISCELLANEOUS

Financial Information

The Reorganization will be accounted for by Oppenheimer Fund in its
financial statements similar to a pooling without restatement.  Further
financial information as to JP Fund is contained in JP Fund's current
Prospectus, which is available without charge upon written request to JPIS
at P.O. Box 22086, Greensboro, North Carolina 27420, and in its audited
financial statements as of December 31, 1995, which are included in the
JP Fund Additional Statement.  Financial information for Oppenheimer Fund
is contained in its current Prospectus accompanying this Proxy Statement
and Prospectus and incorporated herein, and in its audited financial
statements as of December 31, 1995, which are included in the Oppenheimer
Fund Additional Statement.

Public Information

Additional information about Oppenheimer Fund and JP Fund is available,
as applicable, in the following documents:  (1) Oppenheimer Fund's
Prospectus dated April 1, 1996, supplemented October 18, 1996,
accompanying this Proxy Statement and Prospectus and incorporated by
reference herein, (2) JP Fund's Prospectus dated May 1, 1996, as
supplemented October 8, 1996, which may be obtained without charge by
writing to JPIS at the address indicated above; (3) Oppenheimer Fund's
Annual Report as of December 31, 1995 and Semi-Annual Report as of June
30, 1996, which may be obtained without charge by writing to OFS at the
address on the cover of this Proxy Statement and Prospectus; and (4) JP
Fund's Annual Report as of December 31, 1995 and Semi-Annual Report as of
June 30, 1996, which may be obtained without charge by writing to JPIS at
the address indicated above.  All of the foregoing documents may be
obtained by calling the toll-free number for Oppenheimer Fund and JP Fund,
as applicable, on the cover of this Proxy Statement and Prospectus. 

Additional information about the following matters is contained in the
Reorganization Additional Statement, which is incorporated herein by
reference and includes Oppenheimer Fund's Additional Statement, JP Fund's
Prospectus dated May 1, 1996, as supplemented October 8, 1996, the JP Fund
Additional Statement and the Annual Reports and Semi-Annual Reports
described in the preceding paragraph: the organization and operation of
Oppenheimer Fund and JP Fund; more information on investment policies,
practices and risks; information about the Board of Trustees of the Trust
and the Board of Directors of JP Fund, and their responsibilities; a
further description of the services provided by Oppenheimer Fund's and JP
Fund's respective investment adviser, distributor, and transfer and
shareholder servicing agent; dividend policies; tax matters; an
explanation of the method of determining the offering price of the shares
of Oppenheimer Fund and JP Fund; purchase, redemption and exchange
programs; and distribution arrangements. The Reorganization Additional
Statement may be obtained by calling 1-800-525-7048 (a toll free number).

Oppenheimer Fund and JP Fund are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended, and in accordance
therewith, file reports and other information with the SEC.  Proxy
material, reports and other information about Oppenheimer Fund and JP Fund
which are of public record can be inspected and copied at public reference
facilities maintained by the SEC in Washington, D.C. and certain of its
regional  offices, and copies of such materials can be obtained at
prescribed rates from the Public Reference Branch, Office of Consumer
Affairs and Information Services, SEC, Washington, D.C. 20549. 

SHAREHOLDER PROPOSALS

Any shareholder who wishes to present a proposal for action at the next
annual meeting of shareholders of JP Fund (if one is held) and who wishes
to have it set forth in a proxy statement and identified in the form of
proxy prepared by JP Fund must notify JP Fund in such a manner so that
such notice is received by JP Fund by December 31, 1996, and in such form
as is required under the rules and regulations promulgated by the SEC.

OTHER BUSINESS

Management of JP Fund knows of no business other than the matters
specified above which will be presented at the Meeting.  Since matters not
known at the time of the solicitation may come before the Meeting, the
proxy as solicited confers discretionary authority with respect to such
matters as properly come before the Meeting, and it is the intention of
the persons named as attorneys-in-fact in the proxy to vote this proxy in
accordance with their judgment on such matters if no voting instructions
are provided. 





By Order of the Board of Directors


J. Gregory Poole, Secretary

October 28, 1996

                                       EXHIBIT A

                                           
                         AGREEMENT AND PLAN OF REORGANIZATION


      AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of
October 8, 1996 by and between Jefferson-Pilot Investment Grade Bond Fund,
Inc. ("JP Fund"), a North Carolina corporation, Oppenheimer Integrity
Funds (the "Oppenheimer Trust"), a Massachusetts business trust, on behalf
of its series Oppenheimer Bond Fund ("Oppenheimer Fund"), and (solely for
purposes of Section 21 of this Agreement) Jefferson-Pilot Corporation
("JPC"), a North Carolina corporation, and OppenheimerFunds, Inc. ("OFI"),
a Colorado corporation.

                                 W I T N E S S E T H: 

      WHEREAS, JP Fund and Oppenheimer Fund are each open-end investment
companies of the management type; and

      WHEREAS, JP Fund and Oppenheimer Fund desire to provide for the
reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code
of 1986, as amended (the "Code"), of JP Fund through the acquisition by
Oppenheimer Fund of substantially all of the assets of JP Fund in exchange
solely for voting shares of beneficial interest ("shares") of Class A of
Oppenheimer Fund and the assumption by Oppenheimer Fund of certain
liabilities of JP Fund, which Class A shares of Oppenheimer Fund are
thereafter to be distributed by JP Fund pro rata to its shareholders in
complete liquidation of JP Fund and complete cancellation of its shares;

      NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:

      1.    JP Fund and Oppenheimer Fund hereby adopt this Agreement and
Plan of Reorganization (the "Agreement") pursuant to Section 368(a)(1) of
the Code as follows:  The reorganization will be comprised of the
acquisition by Oppenheimer Fund of substantially all of the assets of JP
Fund in exchange for the issuance of Class A shares of Oppenheimer Fund
to JP Fund and the assumption by Oppenheimer Fund of certain liabilities
of JP Fund, followed by the distribution by JP Fund of such Class A shares
of Oppenheimer Fund to the shareholders of JP Fund in exchange for their
shares of JP Fund, all upon and subject to the terms hereinafter set
forth. 

      2.    On the Closing Date (as hereinafter defined) (i) JP Fund shall
transfer and deliver (or cause to be so transferred and delivered) to
Oppenheimer Fund, free and clear of all liens, encumbrances, restrictions
and claims (other than Assumed Liabilities (as hereinafter defined)), the
assets of JP Fund including but not limited to portfolio securities, cash
(excluding the Cash Reserve as defined below), cash equivalents and
receivables as the same shall exist on that date (the "Assets") and (ii)
Oppenheimer Fund shall deliver to JP Fund (in accordance with Section 5
hereof) in exchange therefor, the Class A shares of Oppenheimer Fund to
be issued hereunder.  The Assets shall exclude a cash reserve (the "Cash
Reserve") which shall be retained by JP Fund for the payment by it in
respect of the Liabilities (as hereinafter defined) of JP Fund, if any,
and which Cash Reserve shall not exceed the amount contemplated by Section
10E.  The aggregate number of Class A shares of Oppenheimer Fund to be
delivered by Oppenheimer Fund at the Closing (as hereinafter defined)
shall be such number as shall have, as of the Valuation Date, an aggregate
net asset value equal to the value of the Assets so transferred and
delivered.  Such Oppenheimer Fund Class A shares shall be issued without
the imposition of any sales charge or load and holders of such Class A
shares shall be entitled to all exchange privileges afforded to holders
of other Class A shares of Oppenheimer Fund pursuant to the terms set
forth in its current Prospectus and Statement of Additional Information. 
Oppenheimer Fund agrees that, if the reorganization becomes effective,
Oppenheimer Fund will treat each shareholder of JP Fund who received any
of Oppenheimer Fund's shares as a result of the reorganization as having
made the minimum initial purchase of shares of Oppenheimer Fund received
by such shareholder for the purpose of making additional investments in
shares of Oppenheimer Fund, regardless of the value of the shares of
Oppenheimer Fund received.  Promptly following the execution of the
Agreement, JP Fund shall provide Oppenheimer Fund with a list of the
Assets including, as to portfolio securities, a description thereof, units
held and their value, as of the most reasonably practicable date. 

      3.    The net asset value of Class A shares of Oppenheimer Fund and
the value of the Assets shall in each case be determined as of the close
of business of The New York Stock Exchange on the business day immediately
preceding the Closing Date (the "Valuation Date").  The foregoing
valuations shall be prepared using the procedures set forth in Oppenheimer
Fund's then current prospectus and statement of additional information and
shall be computed in accordance with the regular practice and pricing
services utilized by OppenheimerFunds, Inc. in pricing the Oppenheimer
Fund.  In accordance with the foregoing, Oppenheimer Fund and JP Fund
shall each respectively prepare a report setting forth, as of the
Valuation Date, its respective total net assets, the number of its shares
outstanding, the net asset value of Oppenheimer Fund Class A shares or the
net asset value of JP Fund shares, respectively, and as to each of its
portfolio securities, the cusip or ticket number, description thereof,
units held and value determined as aforesaid (the "Valuation Report"). 
A Valuation Report shall be delivered by each of Oppenheimer Fund and JP
Fund to the other on the Closing Date. 

            JP Fund shall declare and pay, immediately prior to the
Valuation Date, a dividend or dividends which, together with all previous
such dividends, shall have the effect of distributing to JP Fund's
shareholders all of JP Fund's investment company taxable income for
taxable years ending on or prior to the Closing Date (computed without
regard to any dividends paid) and all of its net capital gain, if any,
realized in taxable years ending on or prior to the Closing Date (after
reduction for any capital loss carry-forward). 

      4.    The closing of the transactions contemplated herein (the
"Closing") shall be at the office of OppenheimerFunds, Inc., Two World
Trade Center, Suite 3400, New York, New York 10048, at the date and time
of the closing of the acquisition contemplated by that certain Acquisition
Agreement (the "Acquisition Agreement") dated September 24, 1996 by and
among OFI, JP Investment Management Company ("JPM"), Jefferson-Pilot Life
Insurance Company and JPC (or such other date, time and place as JP Fund
and Oppenheimer Fund may otherwise designate) (the "Closing Date").  

            In the event that on the Valuation Date either party has,
pursuant to the Investment Company Act of 1940, as amended (the "1940
Act"), or any rule, regulation or order thereunder, suspended the
redemption of its shares or postponed payment therefor, the Closing Date
shall be postponed until the first business day after the date when JP
Fund and Oppenheimer Fund have ceased such suspension or postponement;
provided, however, that if such suspension shall continue for a period of
60 days beyond the Valuation Date, then the other party to the Agreement
shall be permitted to terminate the Agreement as set forth in Section 20.

      5.    Class A shares of Oppenheimer Fund representing the number of
Class A shares of Oppenheimer Fund being delivered against the Assets,
registered in the name of JP Fund, shall be transferred to JP Fund on the
Closing Date.   In connection with the Closing, JP Fund shall distribute
on a pro rata basis to the shareholders of JP Fund on the Valuation Date
the Class A shares of Oppenheimer Fund received by JP Fund on the Closing
Date in exchange for the Assets in complete liquidation of JP Fund; for
the purpose of the distribution by JP Fund of Class A shares of
Oppenheimer Fund to its shareholders, Oppenheimer Fund will promptly cause
its transfer agent to: (a) credit an appropriate number of Class A shares
of Oppenheimer Fund on the books of Oppenheimer Fund to each shareholder
of JP Fund in accordance with a list (the "Shareholder List") of JP Fund
shareholders received from JP Fund; and (b) confirm an appropriate number
of Class A shares of Oppenheimer Fund to each shareholder of JP Fund;
certificates for Class A shares of Oppenheimer Fund will be issued upon
written request of a former shareholder of JP Fund and surrender of the
JP Fund certificates but only for whole shares, with fractional shares
credited to the name of the shareholder on the books of Oppenheimer Fund. 
JP Fund covenants and agrees to cause the cancellation of all of its
outstanding shares upon the Closing. 

      The Shareholder List shall be certified by the Secretary of JP Fund
and by an authorized signatory of Investors Fiduciary Trust Company, JP
Fund's transfer agent, and shall indicate, as of the Valuation Date, the
name, address and taxpayer identification number  of each shareholder of
JP Fund, indicating his or her share balance.  JP Fund agrees to supply
the Shareholder List to Oppenheimer Fund not later than the Closing Date
in such form (including computer diskette) as Oppenheimer Fund shall
request.  JP Fund further agrees to deliver to Oppenheimer Fund or its
designee (i) on or before the Closing Date all such other information and
documents available to JP Fund relating to such shareholders as may be
necessary for Oppenheimer Fund and its designee to perform all necessary
shareholder accounting, communication and related services subsequent to
the Closing and (ii) as soon as practicable after the Closing all original
documentation (including Internal Revenue Service forms, certificates and
correspondence) relating to the taxpayer identification numbers of JP Fund
shareholders on the Shareholder List and their liability for or exemption
from backup withholding.  Shareholders of JP Fund holding certificates
representing their shares shall not be required to surrender their
certificates to anyone in connection with the reorganization.  After the
Closing Date, however, it will be necessary for such shareholders to
surrender their certificates in order to redeem, transfer, exchange or
pledge the shares of Oppenheimer Fund which they received. 

            The share transfer books of JP Fund will be permanently closed
as of the Valuation Date and only redemption requests received in proper
form on or prior to the Valuation Date shall be fulfilled by JP Fund;
redemption requests received by JP Fund after that date shall be treated
as requests for the redemption of the shares of Oppenheimer Fund that
shall have been distributed to the shareholder in question as set forth
in this Section 5. 

      6.    Within one year after the Closing Date, JP Fund shall (a) either
pay or make provision for payment of all of its Liabilities (other than
Assumed Liabilities) and (b) either (i) transfer any remaining amount of
the Cash Reserve to Oppenheimer Fund, if such remaining amount (as reduced
by the estimated cost of distributing it to shareholders) is not material
(as defined below) or (ii) distribute such remaining amount to the
shareholders of JP Fund on the Valuation Date.  Such remaining amount
shall be deemed to be material if the amount to be distributed, after
deduction of the estimated expenses of the distribution, equals or exceeds
one cent per share of JP Fund outstanding on the Valuation Date. 

      7.    Prior to the Closing Date, there shall be coordination between
JP Fund and Oppenheimer Fund as to their respective portfolios so that,
after the Closing, Oppenheimer Fund will not hold assets inconsistent with
its investment objectives and will be in compliance with all of its
investment policies and restrictions.  

      8.    Portfolio securities or written evidence acceptable to
Oppenheimer Fund of record ownership thereof by The Depository Trust
Company or through the Federal Reserve Book Entry System or any other
depository approved by JP Fund pursuant to Rule 17f-4 and Rule 17f-5 under
the 1940 Act shall be endorsed and delivered, or transferred by
appropriate transfer or assignment documents, by JP Fund on the Closing
Date to Oppenheimer Fund, or at its direction, to Oppenheimer Fund's
custodian bank, in proper form for transfer in such condition as to
constitute good delivery thereof in accordance with the custom of brokers
and shall be accompanied by all necessary state transfer stamps, if any. 
The cash of JP Fund shall be delivered on the Closing Date to Oppenheimer
Fund by bank wire or inter-bank transfer of immediately available funds
to Oppenheimer Fund's custodian bank payable to the order of Oppenheimer
Fund for the account of Oppenheimer Fund.  


            If, at the Closing Date, JP Fund is unable to make delivery
under this Section 8 to Oppenheimer Fund of any of its portfolio
securities or cash for the reason that any of such securities purchased
by JP Fund, or the cash proceeds of a sale of portfolio securities, prior
to the Closing Date have not yet been delivered in the ordinary course of
business to it or JP Fund's custodian, then the delivery requirements of
this Section 8 with respect to said undelivered securities or cash will
be waived and JP Fund will deliver to Oppenheimer Fund by or on the
Closing Date and with respect to said undelivered securities or cash
executed copies of an agreement or agreements of assignment as to such
securities or cash proceeds in a form reasonably satisfactory to
Oppenheimer Fund, together with such other documents, including a due bill
or due bills and brokers' confirmation slips as may reasonably be required
by Oppenheimer Fund. 

      9.    Oppenheimer Fund shall not assume and shall not otherwise be
responsible for any liabilities (except the obligations, if any, to pay
the purchase price of portfolio securities purchased by JP Fund which have
not settled in the ordinary course of business ("Assumed Liabilities")),
taxes, obligations, expenses, contracts, claims, commitments, agreements
and arrangements relating to (i) the Assets or (ii) JP Fund, its
predecessors, affiliates, directors, officers, employees and agents, in
each case whether fixed, contingent, accrued or otherwise ("Liabilities"). 
JP Fund expressly agrees to remain liable for and discharge all its
Liabilities whether incurred prior to or subsequent to the Closing Date. 
With respect to any expenses applicable to, or incurred by JP Fund and
Oppenheimer Fund hereto in connection with entering into and carrying out
the provisions of the Agreement ("Expenses"), including legal, accounting
and registration fees and Blue Sky expenses and expenses of the proxy
solicitation, including the cost of printing and mailing the Proxy
Statement and Prospectus (as hereinafter defined) and related proxy
materials, it is hereby agreed that except as otherwise provided in
Section 20 of the Agreement, the respective investment adviser for
Oppenheimer Fund and JP Fund shall reimburse the Fund for which it acts
as investment adviser for such Fund's Expenses and, as to the rights and
obligations of said investment advisers inter se, the terms of the
Acquisition Agreement shall govern.  It is understood and acknowledged
that in no event shall JP Fund or Oppenheimer Fund be liable for the
payment of any Expenses.

      10.   As soon as practicable JP Fund shall (i) after it fulfills its
obligations set forth in Section 6 hereof, file Articles of Dissolution
with the North Carolina Secretary of State (the "Department") and (ii)
file an application for an order of the Securities and Exchange Commission
("SEC") pursuant to Section 8(f) of the 1940 Act, declaring that it has
ceased to be an investment company, and shall take, in accordance with
North Carolina law and the 1940 Act, all such other actions as may be
necessary or appropriate to effect a complete liquidation and dissolution
of JP Fund and to deregister JP Fund under the 1940 Act.

      11.   Any reporting, filing or other obligation of JP Fund under the
federal securities laws and state laws shall remain the responsibility of
JP Fund until it is deregistered under the 1940 Act or liquidated and
dissolved, respectively.

      12.   The obligations of Oppenheimer Fund hereunder shall be subject
to the following conditions:

            A.    The shareholders of JP Fund shall have approved the
Agreement and the transactions contemplated herein; such shareholder
approval shall have been by the affirmative vote of a majority of the
outstanding voting shares of JP Fund in conformity with the provisions of
the North Carolina Business Corporation Act ("NCBCA") at a meeting for
which proxies have been solicited by the Proxy Statement and Prospectus
(as hereinafter defined); and JP Fund shall have furnished to Oppenheimer
Fund copies of resolutions with respect to each of the foregoing and
copies of resolutions of the Board of Directors of JP Fund with respect
to approvals of the Agreement and the transactions contemplated herein,
in each case certified by the Secretary or an Assistant Secretary of JP
Fund. 

            B.    Oppenheimer Fund shall have received an opinion of counsel
to JP Fund dated the Closing Date, to the effect that: (i) JP Fund is a
corporation duly incorporated, validly existing and in good standing under
the laws of the State of North Carolina with full powers to carry on its
business as described by its charter and then being conducted and to enter
into and perform the Agreement (North Carolina counsel may be relied upon
in delivering such opinion); (ii) all action necessary to make the
Agreement, according to its terms, valid, binding and enforceable on JP
Fund and to authorize effectively the transactions contemplated by the
Agreement have been taken by JP Fund; (iii) the Agreement has been duly
authorized, executed and delivered by JP Fund and, assuming due
authorization, execution and delivery of the Agreement by Oppenheimer
Trust, constitutes a valid and binding obligation of JP Fund, enforceable
against JP Fund in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
and similar laws affecting creditors rights and remedies generally and
subject, as to enforceability, to general principles of equity regardless
of whether enforcement is sought in a proceeding at law or in equity (the
"Bankruptcy Exception"); and (iv) the execution and delivery of the
Agreement does not, and the consummation of the transactions contemplated
by the Agreement will not, conflict with, or result in any violation of,
or constitute a default (with or without notice or lapse of time, or both)
under (a) the Certificate of Incorporation or By-Laws of JP Fund, (b) any
loan, credit agreement, note, bond, mortgage, indenture, lease or contract
applicable to JP Fund, its assets and properties (other than any such
conflicts, violations or defaults that individually or in the aggregate
would not have a material adverse effect on JP Fund or prevent
consummation of the transactions contemplated hereby), or (c) any
judgment, order or decree to which JP Fund is subject or any state or
federal law or regulation applicable to JP Fund or its assets and
properties.

            C.    The representations and warranties of JP Fund contained
herein shall be true and correct at and as of the Closing Date (with all
representations and warranties that were made as of the date of the
Agreement or as of another date being made again as of the Closing Date)
and JP Fund shall have performed, in all material respects, each of the
covenants required to be performed by JP Fund at or prior to Closing, and
Oppenheimer Fund shall have been furnished with a certificate of the
President, or a Vice President, or the Secretary or the Assistant
Secretary or the Treasurer of JP Fund, dated the Closing Date, to that
effect. 

            D.    On the Closing Date, JP Fund shall have furnished to
Oppenheimer Fund a certificate of the Treasurer or Assistant Treasurer of
JP Fund as to the amount of the capital loss carry-over, if any, and net
unrealized appreciation or depreciation, if any, with respect to JP Fund
as of the Closing Date. 

            E.    The Cash Reserve shall not exceed 1% of the value of the
net assets, nor 10% in value of the gross assets, of JP Fund at the close
of business on the Valuation Date. 

            F.    A Registration Statement on Form N-14 (the "N-14
Registration Statement") filed by Oppenheimer Trust under the Securities
Act of 1933, as amended (the "1933 Act"), containing a preliminary form
of the proxy statement and prospectus required under the 1940 Act to
request the approval of shareholders of JP Fund of the reorganization
contemplated in the Agreement, shall have become effective under the 1933
Act not later than December 31, 1996. 

            G.    On the Closing Date, Oppenheimer Fund shall have received
a letter of a senior executive officer of JPM in form acceptable to
Oppenheimer Fund, stating that between the date of the Agreement and the
Closing Date there has been no material adverse change in the Assets, the
operations or the financial condition of JP Fund (it being understood that
a decrease in the size of JP Fund due to a diminution in the value of its
portfolio and/or redemption of its shares shall not be considered a
material adverse change) and that nothing has come to his or her attention
which would indicate that as of the Closing Date there were any
Liabilities of JP Fund not fully covered by the Cash Reserve or expected
not to be so covered or pending or threatened claims, actions, suits,
proceedings or investigations with respect to or affecting JP Fund, or any
director, officer, employee or agent of JP Fund.

            H.    Oppenheimer Fund shall have received an opinion, dated the
Closing Date, of Sutherland, Asbill & Brennan, to the same effect as the
opinion contemplated by Section 13E of the Agreement. 

            I.    Except as otherwise provided in the last paragraph of
Section 8, Oppenheimer Fund shall have received at the Closing all of the
Assets to be conveyed hereunder, free and clear of all liens,
encumbrances, security interests, restrictions and limitations whatsoever
except the Assumed Liabilities.

            J.    At or prior to the Closing Date, JP Fund shall have
delivered to Oppenheimer Fund two copies of a list setting forth the
securities, cash and receivables then owned by JP Fund and the respective
federal income tax bases thereof.

      13.   The obligations of JP Fund hereunder shall be subject to the
following conditions:

            A.    Oppenheimer Fund shall have furnished to JP Fund copies of
resolutions of the Board of Trustees of Oppenheimer Trust with respect to
approvals of the Agreement and the transactions contemplated herein
certified by the Secretary or an Assistant Secretary of Oppenheimer Trust.
            B.    JP Fund's shareholders shall have approved the Agreement
and the transactions contemplated hereby, by an affirmative vote of a
majority of the outstanding voting shares of JP Fund.

            C.    JP Fund shall have received an opinion of counsel to
Oppenheimer Fund dated the Closing Date, to the effect that (i)
Oppenheimer Fund is a series of Oppenheimer Trust, a business trust duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts with full powers to carry on its business
as described by its charter and then being conducted and to enter into and
perform the Agreement (Massachusetts counsel may be relied upon in
delivering such opinion); (ii) all action necessary to make the Agreement,
according to its terms, valid, binding and enforceable upon Oppenheimer
Trust and to authorize effectively the transactions contemplated by the
Agreement have been taken by Oppenheimer Trust; (iii) the shares of
Oppenheimer Fund to be issued hereunder are duly authorized and when
issued as provided for herein will be validly issued, fully-paid and non-
assessable, except as otherwise set forth on Schedule 13C hereto with
respect to potential liability of shareholders of a Massachusetts business
trust (Massachusetts counsel may be relied upon in delivering such
opinion); (iv) the Agreement has been duly authorized, executed and
delivered by Oppenheimer Trust on behalf of Oppenheimer Fund and, assuming
due authorization, execution and delivery of the Agreement by JP Fund,
constitutes a valid and binding obligation of Oppenheimer Trust,
enforceable against Oppenheimer Trust in accordance with its terms,
subject to the Bankruptcy Exception and (v) the execution and delivery of
the Agreement does not, and consummation of the transactions contemplated
by the Agreement will not, conflict with, or result in any violation of,
or constitute a default (with or without notice or lapse of time, or both)
under:  (a) the Declaration of Trust or By-Laws of Oppenheimer Trust, (b)
any loan, credit agreement, note, bond, mortgage, indenture, lease, or
contract applicable to Oppenheimer Fund, its assets and properties (other
than any such conflicts, violations or defaults that individually or in
the aggregate would not have a material adverse effect on Oppenheimer Fund
or prevent consummation of the transactions contemplated hereby), or (c)
any judgment, order of decree to which Oppenheimer Fund is subject or any
state or federal law or regulation applicable to Oppenheimer Fund or its
assets and properties.

            D. The representations and warranties of Oppenheimer Trust on
behalf of Oppenheimer Fund contained herein shall be true and correct at
and as of the Closing Date (with all representations and warranties that
were made as of the date of the Agreement or as of another date being made
again as of the Closing Date), and Oppenheimer Trust shall have performed,
in all material respects, each of the covenants required to be performed
by Oppenheimer Trust at or prior to Closing, and JP Fund shall have been
furnished with a certificate of the President, a Vice President or the
Secretary or an Assistant Secretary or the Treasurer of Oppenheimer Trust
to that effect dated the Closing Date. 

            E.    JP Fund shall have received an opinion of Sutherland,
Asbill & Brennan to the effect that the Federal tax consequences of the
transaction, if carried out in the manner outlined in the Agreement and
in accordance with (i) JP Fund's representation that there is no plan or
intention by any JP Fund shareholder who owns 5% or more of JP Fund's
outstanding shares, and, to JP Fund's best knowledge, there is no plan or
intention on the part of the remaining JP Fund shareholders, to redeem,
sell, exchange or otherwise dispose of a number of Oppenheimer Fund shares
received in the transaction that would reduce JP Fund shareholders'
ownership of Oppenheimer Fund shares to a number of shares having a value,
as of the Closing Date, of less than 50% of the value of all of the
formerly outstanding JP Fund shares as of the same date, (ii) the
representation that Oppenheimer Fund will acquire at least 90% of the fair
market value of the net assets and at least 70% of the fair market value
of the gross assets held by JP Fund immediately prior to the
reorganization, (iii) the representation by each of JP Fund and
Oppenheimer Fund that, as of the Closing Date, JP Fund and Oppenheimer
Fund will qualify as regulated investment companies and will meet the
diversification test of Section 368(a)(2)(F)(ii) of the Code, and (iv)
such other representations as shall be made by each of JP Fund and
Oppenheimer Fund to Sutherland, Asbill & Brennan and accompany or be set
forth in the opinion, will generally be as follows:

      (a) The reorganization contemplated by the Agreement will constitute
      a "reorganization" within the meaning of Section 368(a)(1)(C) of the
      Code and JP Fund and Oppenheimer Fund will each be a "party to the
      reorganization" within the meaning of Section 368(b) of the Code.

      (b) No gain or loss will be recognized by Oppenheimer Fund upon the
      receipt of the assets transferred to it by JP Fund in exchange for
      Class A shares of Oppenheimer Fund and the assumption by Oppenheimer
      Fund of certain identified liabilities of JP Fund. (Section 1032)

      (c) No gain or loss will be recognized by JP Fund upon the transfer
      of its assets to Oppenheimer Fund in exchange solely for Class A
      shares of Oppenheimer Fund and the assumption by Oppenheimer Fund of
      certain identified liabilities of JP Fund (if any) and the subsequent
      distribution by JP Fund of such Class A shares to the shareholders
      of JP Fund. (Section 361)

      (d) No gain or loss will be recognized by JP Fund shareholders upon
      the exchange of the JP Fund shares solely for the Class A shares of
      Oppenheimer Fund. (Section 354)

      (e) The basis of the Class A shares of Oppenheimer Fund received by
      each JP Fund shareholder pursuant to the reorganization will be the
      same as the adjusted basis of that shareholder's JP Fund shares
      surrendered in exchange therefor. (Section 358)

      (f) The holding period of Class A shares of Oppenheimer Fund to be
      received by each JP Fund shareholder will include the shareholder's
      holding period for the JP Fund shares surrendered in exchange
      therefor, provided such JP Fund shares were held as capital assets
      on the Closing Date. (Section 1223)

      (g) Oppenheimer Fund's basis for the assets transferred to it by JP
      Fund will be the same as JP Fund's tax basis for the assets
      immediately prior to the reorganization. (Section 362(b)) 

      (h) Oppenheimer Fund's holding period for the transferred assets will
      include JP Fund's holding period therefor.  (Section 1223)

      (i) Oppenheimer Fund will succeed to and take into account the items
      of JP Fund described in Section 381(c) of the Code, including the
      earnings and profits, or deficit in earnings and profits, of JP Fund
      as of the date of the transaction, subject to the conditions and
      limitations specified in Sections 381, 382, 383 and 384 of the Code.

Notwithstanding anything herein to the contrary, neither Oppenheimer Fund
nor JP Fund may waive the material conditions set forth in this Section
13E although the actual wording of such opinion may differ to the extent
agreed to by Oppenheimer Fund and JP Fund.


            F.    The Cash Reserve shall not exceed 1% of the value of the
net assets, nor 10% in value of the gross assets, of JP Fund at the close
of business on the Valuation Date. 

            G.    The N-14 Registration Statement shall have become effective
under the 1933 Act not later than December 31, 1996. 

            H.    JP Fund shall acknowledge receipt of the shares of
Oppenheimer Fund.

            I.    On the Closing Date, JP Fund shall have received a letter
of a senior officer of OFI in form acceptable to JP Fund, stating that
between the date of the Agreement and the Closing Date there has been no
material adverse change in the operations or financial condition of
Oppenheimer Fund (it being understood that a decrease in the size of
Oppenheimer Fund due to a diminution in the value of its portfolio and/or
redemption of its shares shall not be considered a material adverse
change) and that nothing has come to his or her attention that would
indicate that as of the Closing Date there were any pending or threatened
litigation or claims with respect to Oppenheimer Fund.

      14.   JP Fund hereby represents and warrants that:

            A.    The financial statements of JP Fund as at December 31, 1995
(audited) and June 30, 1996 (unaudited) heretofore furnished to
Oppenheimer Fund, present fairly the financial position, results of
operations, and changes in net assets of JP Fund as of such dates, in
conformity with generally accepted accounting principles applied on a
basis consistent with the preceding year and six-month period; and that
from December 31, 1995 through the date hereof there has not been any
material adverse change in the Assets, the operations or financial
condition of JP Fund, it being agreed that a decrease in the size of JP
Fund due to a diminution in the value of its portfolio and/or redemption
of its shares shall not be considered a material adverse change.

            B.    JP Fund has good and valid title to the Assets, subject to
no liens, security interests or other encumbrances, and contingent upon
approval of the Agreement and the transactions contemplated hereby by JP
Fund's shareholders, JP Fund has authority to transfer the Assets to be
conveyed hereunder free and clear of all liens, encumbrances, security
interests, restrictions and limitations whatsoever (excluding the Assumed
Liabilities).

            C.    The Prospectus of JP Fund dated May 1, 1996, as amended and
supplemented on October 8, 1996, and Statement of Additional Information
of JP Fund dated May 1, 1996, contained in JP Fund's Registration
Statement under the 1933 Act, as amended, are true, correct and complete,
conform to the requirements of the 1933 Act and the 1940 Act and do not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.  The Registration Statement of JP Fund,
as amended, was, as of the date of the filing of the last Post-Effective
Amendment, true, correct and complete, conformed to the requirements of
the 1933 Act and the 1940 Act, did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and
was, as of its filing, and continues to be, in full force and effect.

            D.    There is no material Liability of JP Fund in existence
except as set forth in the financial statements of JP Fund as at December
31, 1995 and June 30, 1996 and as of such dates there were no Liabilities
of JP Fund (contingent or otherwise) not disclosed therein that would be
required in conformity with generally accepted accounting principles to
be disclosed therein. No such material Liability of JP Fund has arisen
since December 31, 1995 and June 30, 1996 except as set forth on Exhibit
14D hereto. There are no claims, actions, suits, proceedings or
investigations pending or, to the knowledge of JP Fund, threatened by,
against or involving JP Fund or any director, officer, employee, or agent
of JP Fund.  JP Fund knows of no facts that might form the basis for the
institution of such proceedings and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental
body that materially and adversely affects, or is likely to materially and
adversely affect, its business or its ability to consummate the
transactions herein contemplated.

            E.    There are no contracts, agreements or commitments in
existence, whether written or oral, to which JP Fund (or a predecessor)
is a party or has succeeded to a party by assumption or assignment or in
which it has a beneficial interest other than the Agreement and those
entered into by JP Fund in the ordinary conduct of its business and JP
Fund has delivered or made available to Oppenheimer Fund, as to each such
contract, agreement or other commitment, a true and complete copy or
description thereof and as to any oral contract, agreement or other
commitment, a true and complete description thereof.

            F.    JP Fund is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of North
Carolina, with the requisite corporate power and authority to enter into
and perform the Agreement and, subject to approval of its shareholders,
to consummate the transactions contemplated hereby;  all corporate action
necessary to make the Agreement, according to its terms, valid, binding
and enforceable on JP Fund and to authorize the transactions contemplated
by the Agreement, including without limitation necessary approvals of the
Board of Directors of JP Fund, have been taken by JP Fund subject to
approval of the Agreement by the shareholders of JP Fund; the Agreement
has been duly executed and delivered by JP Fund and constitutes a valid
and binding obligation of JP Fund, enforceable against JP Fund in
accordance with its terms, subject to the approval of its shareholders and
the Bankruptcy Exception; and the execution and delivery of the Agreement
does not, and the consummation of the transactions contemplated by the
Agreement will not, conflict with, or result in any violation of, or
constitute a default (with or without notice or lapse of time, or both)
under (a) the Certificate of Incorporation or By-Laws of JP Fund, or (b)
any loan, credit agreement, note, bond, mortgage, indenture, lease or
contract applicable to JP Fund, its assets and properties (other than any
such conflicts, violations or defaults that individually or in the
aggregate would not have a material adverse effect on JP Fund or prevent
consummation of the transactions contemplated hereby), or (c) any
judgment, order or decree to which JP Fund is subject or any state or
federal law or regulation applicable to JP Fund or its assets and
properties.

            G.    All Federal and other tax returns and reports of JP Fund
required by law to be filed have been filed, and all Federal and other
taxes shown due on said returns and reports have been paid or provision
shall have been made for the payment thereof and to the best of the
knowledge of JP Fund no such return is currently under audit and no
assessment has been asserted with respect to such returns and to the
extent such tax returns with respect to the taxable year of JP Fund ended
December 31, 1995 have not been filed, such returns will be filed when
required and the amount of tax shown as due thereon shall be paid when
due.  There are no claims, levies, liabilities or amounts due for
corporate, excise, income or other federal, state or local taxes
outstanding or threatened against JP Fund (other than those reflected in
its most recent audited financial statements) and to the best of JP Fund's
knowledge there are no facts that might form the basis for such claims,
levies, liabilities or amounts due. 

            H.    JP Fund has elected to be treated as a regulated investment
company and, for each fiscal year of its operations, JP Fund has met the
requirements of Subchapter M of the Code for qualification and treatment
as a regulated investment company and JP Fund intends to meet such
requirements with respect to its current taxable year. 

            I.    All issued and outstanding shares of common stock of JP
Fund, par value $1.00 per share, are, and at the Closing Date will be,
duly authorized and validly issued and outstanding, fully paid and non-
assessable with no personal liability attaching to the ownership thereof. 
All such shares will, at the time of Closing, be held by the persons or
entities and in the amounts set forth on the Shareholder List submitted
to Oppenheimer Fund pursuant to Section 5.  There are no outstanding
rights, options, warrants, conversion rights, preemptive rights or
agreements with respect to shares of JP Fund.  Set forth on Exhibit 14I
hereto are the names, addresses and share ownership amounts of each
shareholder of JP Fund that beneficially (as that term is defined pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended, and
the rules thereunder) owns 1% or more of JP Fund's outstanding shares.

            J.    The copies of the Certificate of Incorporation and By-laws
of JP Fund, and all amendments thereto, previously delivered to
Oppenheimer Fund are true, complete and correct.

            K.    There is no plan or intention by any JP Fund shareholder
who owns 5% or more of JP Fund's outstanding shares, and, to JP Fund's
best knowledge, there is no plan or intention on the part of the remaining
JP Fund shareholders, to redeem, sell, exchange or otherwise dispose of
a number of Oppenheimer Fund shares received in the transaction that would
reduce JP Fund shareholders' ownership of Oppenheimer Fund shares to a
number of shares having a value, as of the Closing Date, of less than 50%
of the value of all of the formerly outstanding JP Fund shares as of the
same date.  With respect to the foregoing representation, attached hereto
as Exhibit 14K are true and complete copies of representation letters
signed by each such 5% or greater shareholder.  

            L.    There are no unresolved or outstanding shareholder claims
or complaints related to JP Fund other than as disclosed by JP Fund in
writing to Oppenheimer Fund and which are determined by Oppenheimer Fund
to not be material with respect to the Agreement and the transactions
contemplated herein.

            M.    Except as previously disclosed to Oppenheimer Fund in
writing, and except as have been corrected as required by applicable law,
there have been no miscalculations of the net asset value of JP Fund
during the twelve-month period preceding the Closing Date and all such
calculations have been done in accordance with the applicable provisions
of the 1940 Act.

            N.    All of the issued and outstanding shares of JP Fund have
been offered and sold in compliance in all material respects with
applicable registration requirements of the 1933 Act and state securities
laws, are registered under the 1933 Act, the 1940 Act and in all
jurisdictions in which they are required to be registered under state
securities laws and other laws, and said registrations, including any
periodic reports or supplemental filings, are complete, current and have
been continuously effective, all fees required to be paid have been paid,
and JP Fund is not subject to any stop order and is fully qualified to
sell its shares in each state in which its shares have been registered.

            O.    JP Fund has maintained or has caused to be maintained on
its behalf all books and accounts as required of a registered investment
company in compliance with the requirements of Section 31 of the 1940 Act
and the Rules thereunder.

            P.    No violation of applicable federal, state and local
statute, law or regulation, exists that individually, or in the aggregate,
would have a material adverse effect on the business or operations of JP
Fund.

            Q.    JP Fund is in compliance with its investment objectives,
policies and restrictions as described in its current Prospectus and
Statement of Additional Information.


            R.    JP Fund is duly registered under the 1940 Act and such
registration has not been revoked or rescinded and is in full force and
effect.

            S.    Except for the shareholder approvals specified in Section
12F, no consent, approval, governmental filing, authorization or permit
from any person or entity is necessary for the execution and delivery of
the Agreement and the consummation of the transactions contemplated by the
Agreement.

      15.   Oppenheimer Trust on behalf of Oppenheimer Fund hereby
represents and warrants that:

            A.    The financial statements of Oppenheimer Fund as at December
31, 1995 (audited) and June 30, 1996 (unaudited) heretofore furnished to
JP Fund, present fairly the financial position, results of operations, and
changes in net assets of Oppenheimer Fund, as of such dates, in conformity
with generally accepted accounting principles applied on a basis
consistent with the preceding year and six-month period; and that from
December 31, 1995 through the date hereof there has not been any material
adverse changes in the business or financial condition of Oppenheimer
Fund, it being understood that a decrease in the size of Oppenheimer Fund
due to a diminution in the value of its portfolio and/or redemption of its
shares shall not be considered a material or adverse change.

            B.    The Prospectus of Oppenheimer Fund, dated April 1, 1996,
as amended and supplemented, and the Statement of Additional Information
of Oppenheimer Fund, dated April 1, 1996, contained in Oppenheimer Trust's
Registration Statement under the 1933 Act, are true, correct and complete,
conform to the requirements of the 1933 Act and the 1940 Act and do not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.  The Registration Statement of
Oppenheimer Trust, as amended, was, as of the date of the filing of the
last Post-Effective Amendment, true, correct and complete, conformed to
the requirements of the 1933 Act and the 1940 Act and did not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading.

            C.    Oppenheimer Fund is a series of Oppenheimer Trust, a
Massachusetts business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts with the
requisite power and authority granted to business trusts to enter into and
perform the Agreement and consummate the transactions contemplated hereby;
all necessary action necessary to make the Agreement, according to its
terms, valid, binding and enforceable on Oppenheimer Trust on behalf of
Oppenheimer Fund and to authorize the transactions contemplated by the
Agreement, including without limitation necessary approvals of the Board
of Trustees of Oppenheimer Trust, have been taken by Oppenheimer Trust;
the Agreement has been duly executed and delivered by Oppenheimer Trust
on behalf of Oppenheimer Fund and constitutes a valid and binding
obligation of Oppenheimer Fund, enforceable against Oppenheimer Trust in
accordance with its terms, subject to the Bankruptcy Exception; and the
execution and delivery of the Agreement does not, and the consummation of
the transactions contemplated by the Agreement will not, conflict with,
or result in any violation of, or constitute a default (with or without
notice or lapse of time, or both) under (a) the Declaration of Trust or
By-Laws of Oppenheimer Trust, or (b) any loan, credit agreement, note,
bond, mortgage, indenture, lease or contract applicable to Oppenheimer
Fund, its assets and properties (other than any such conflicts, violations
or defaults that individually or in the aggregate would not have a
material adverse effect on Oppenheimer Fund or prevent consummation of the
transactions contemplated hereby), or (c) any judgment, order or decree
to which Oppenheimer Fund is subject or any state or federal law or
regulation applicable to Oppenheimer Fund or its assets and properties.


            D.    All Federal and other tax returns and reports of
Oppenheimer Fund required by law to be filed have been filed, and all
Federal and other taxes shown due on said returns and reports have been
paid or provision shall have been made for the payment thereof and to the
best of the knowledge of Oppenheimer Fund no such return is currently
under audit and no assessment has been asserted with respect to such
returns and to the extent such tax returns with respect to the taxable
year of Oppenheimer Fund ended December 31, 1995 have not been filed, such
returns will be filed when required and the amount of tax shown as due
thereon shall be paid when due.

            E.    Oppenheimer Fund has elected to be treated as a regulated
investment company and, for each fiscal year of its operations,
Oppenheimer Fund has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company and
Oppenheimer Fund intends to meet such requirements with respect to its
current taxable year.

            F.    Oppenheimer Fund (i) at the time of the reorganization will
have no plan or intention to dispose of any of the assets transferred by
JP Fund, other than in the ordinary course of business, and (ii) has no
plan or intention to redeem or reacquire any of the shares issued by it
in the reorganization other than pursuant to valid requests of
shareholders.

            G.    After consummation of the transactions contemplated by the
Agreement and for a period of one year thereafter, Oppenheimer Fund
intends to operate its business in a substantially unchanged manner
subject to such changes as may be required in the ordinary course of its
business or as may be approved by the Board of Trustees of Oppenheimer
Trust. 

            H.    The copies of the Declaration of Trust and By-Laws of
Oppenheimer Trust, and any amendments thereto, previously delivered to JP
Fund by Oppenheimer Fund are true, complete and correct.

            I.    The Class A shares of Oppenheimer Fund which it issues to
JP Fund pursuant to the Agreement will be duly authorized, validly issued,
fully-paid and non-assessable, except as otherwise set forth in Schedule
13C hereto with respect to potential liability of shareholders of a
Massachusetts business trust, will conform to the description thereof
contained in Oppenheimer Trust's Registration Statement and will be duly
registered under the 1933 Act and in the states where registration is
required.

            J.    All of the issued and outstanding shares of Oppenheimer
Fund have been offered and sold in compliance in all material respects
with applicable registration requirements of the 1933 Act and state
securities laws, are registered in all jurisdictions in which they are
required to be registered under state securities laws and other laws and
such registrations, including any periodic reports or supplemental
filings, are complete, current and have been continuously effective, all
fees required to be paid have been paid, and Oppenheimer Fund is not
subject to any stop order and is fully qualified to sell its shares in
each state in which its shares have been registered.

            K.    Oppenheimer Trust is duly registered under the 1940 Act and
such registration has not been revoked or rescinded and is in full force
and effect.

      16.   (a)   Each party hereby represents to the other that no broker
or finder has been employed by it with respect to the Agreement or the
transactions contemplated hereby.

            (b)   Oppenheimer Trust on behalf of Oppenheimer Fund represents
and warrants that the information concerning it in the Proxy Statement and
Prospectus will not as of the date of the Proxy Statement and Prospectus
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements concerning it therein in light of the circumstances in which
they are made not misleading.  Oppenheimer Trust on behalf of Oppenheimer
Fund represents and warrants that its financial statements in the N-14
Registration Statement (described below) fairly present the information
shown in accordance with generally accepted accounting principles applied
on a basis consistent with previous periods.   

            (c)   JP Fund represents and warrants that the information
concerning it in the Proxy Statement and Prospectus will not as of the
date of the Proxy Statement and Prospectus contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements concerning it therein in light
of the circumstances in which they are made not misleading.  JP Fund
represents and warrants that its financial statements in the N-14
Registration Statement fairly present the information shown in accordance
with generally accepted accounting principles applied on a basis
consistent with previous periods.   

      17.   Oppenheimer Trust on behalf of Oppenheimer Fund agrees that it
will prepare and file the N-14 Registration Statement which shall contain
a preliminary form of Proxy Statement and Prospectus contemplated by Rule
145 under the 1933 Act.  JP Fund shall be responsible for preparation of
the notice of meeting, Proxy Statement and Prospectus and form of proxy
to be sent to JP Fund shareholders.  The final form of such Proxy
Statement and Prospectus is referred to in the Agreement as the "Proxy
Statement and Prospectus."  Each party agrees that it will use its best
efforts to have the N-14 Registration Statement declared effective and to
supply such information concerning itself for inclusion in the Proxy
Statement and Prospectus as may be necessary or desirable in this
connection.  

      18.   (a)   JP Fund covenants and agrees to afford to Oppenheimer Fund,
its counsel, accountants and other representatives reasonable access,
during normal business hours throughout the period prior to the Closing
Date, to the books, records, employees and representatives of JP Fund.  

            (b)   JP Fund covenants and agrees that during the period from
the date hereof until the Closing Date its investment objectives,
investment policies and investment restrictions, as disclosed in its most
current Prospectus dated May 1, 1996, as amended and supplemented on
October 8, 1996, and Statement of Additional Information, dated May 1,
1996, will not be changed in any manner whatsoever except pursuant to a
statutory amendment or regulatory requirement during such time and upon
prior notice to Oppenheimer Fund.

            (c)   JP Fund covenants that during the period from the date
hereof until the Closing Date, except as approved in writing by
Oppenheimer Fund or expressly provided for in the Agreement, JP Fund (i)
will not conduct its business other than in the ordinary course
substantially in the manner heretofore conducted and consistent with JP
Fund's investment objectives, policies and restrictions as set forth in
its most current Prospectus dated May 1, 1996, as amended and supplemented
on October 8, 1996, and Statement of Additional Information, dated May 1,
1996, (ii) will not permit or allow any of the Assets to be subjected to
any encumbrance, (iii) will not enter into any material transaction or
otherwise incur any material Liability other than in the normal course of
business consistent with past practice, (iv) will not declare, set aside
or pay any dividend or make any other distribution except for payment of
its dividends in ordinary course consistent with past practice and except
for the final dividend and distribution to be made pursuant to Section 3
of the Agreement, and (v) will not agree, whether in writing or otherwise,
to do any of the foregoing.  Notwithstanding the foregoing, JP Fund
covenants that (x) between the date of the Agreement and the Closing Date,
promptly following any transaction involving an acquisition or disposition
by JP Fund of portfolio securities, JP Fund shall provide to Oppenheimer
Fund a written report detailing such transaction and (y) upon the written
request of Oppenheimer Fund, to promptly sell one or more portfolio
securities acquired by JP Fund between the date of the Agreement and the
Closing Date and (z) to transfer to Oppenheimer Fund on the Closing Date
only those Assets the acquisition of which will permit Oppenheimer Fund
to be in compliance with all of its investment policies and restrictions. 
   
            (d)   JP Fund covenants and agrees to comply with all applicable
laws, rules and regulations.

            (e)   JP Fund covenants and agrees to maintain in the ordinary
course of business consistent with past practice its books and records
through to the date of its dissolution and liquidation and to prepare and
file all documents, reports and instruments and take such action,
including, without limitation, under the federal securities laws and state
laws, that is required or appropriate to be filed or taken by it prior to,
and/or in connection with, its dissolution and liquidation.
      
      19.   (a)   Oppenheimer Fund covenants that during the period from the
date hereof until the Closing Date it will conduct its business in the
ordinary course, it being understood that such ordinary course of business
will include customary dividends and other distributions and such changes,
if any, that have been approved by trustees of Oppenheimer Fund of which
JP Fund has been advised.

            (b)   Oppenheimer Fund covenants and agrees to comply with all
applicable laws, rules and regulations.

      20.   The Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to the Closing (i)
by the mutual written consent of Oppenheimer Trust on behalf of
Oppenheimer Fund and JP Fund, (ii) by either Oppenheimer Trust on behalf
of Oppenheimer Fund or JP Fund, by notice in writing to the other, if the
Closing shall not have occurred on or before December 31, 1996, (iii) by
either Oppenheimer Trust on behalf of Oppenheimer Fund or JP Fund, by
notice in writing to the other, if (A) the other party shall fail to
perform in any material respect its agreements contained herein required
to be performed on or prior to the Closing Date, (B) the other party
materially breaches or shall have breached any of its representations,
warranties or covenants contained herein, (C) the JP Fund shareholders
fail to approve the Agreement or (D) any other condition herein expressed
to be precedent to the obligations of the terminating party has not been
met (other than through the failure of the terminating party to comply
with its obligations under the Agreement) and it reasonably appears that
it will not or cannot be met prior to the Closing Date or (iv) pursuant
to Section 4 of the Agreement.  Termination of the Agreement pursuant to
(i), (ii) or (iv) shall terminate all obligations of the parties hereunder
and there shall be no liability for damages on the part of Oppenheimer
Fund, JP Fund or their respective trustees, directors or officers to any
other party or its trustees, directors, or officers and it is understood
and agreed that each party shall be reimbursed for its Expenses pursuant
to Section 9 of the Agreement.  Termination of the Agreement pursuant to
(iii) shall terminate all obligations of Oppenheimer Fund and JP Fund
hereunder and there shall be no liability for damages on the part of
Oppenheimer Fund, Oppenheimer Trust or JP Fund or their respective
trustees, directors or officers to any other party or its trustees,
directors or officers, except that the party in breach of the Agreement
shall, upon demand, reimburse the non-breaching party for all Expenses,
including reasonable out-of-pocket expenses and fees incurred in
connection with the transactions contemplated by the Agreement, and the
provisions of Section 9 as to Expenses shall be of no force or effect. 
For the purposes of the foregoing sentence, the non-fulfillment of the
condition requiring approval of JP Fund shareholders set forth in Sections
10A and 11B shall not be deemed a breach entitling a party to
reimbursement of fees and expenses.

      The Agreement shall automatically terminate prior to the Closing in
the event the Acquisition Agreement is terminated or the acquisition
contemplated by the Acquisition Agreement is not consummated, and in such
event all obligations of Oppenheimer Fund and JP Fund shall terminate and
there shall be no liability on the part of Oppenheimer Fund, Oppenheimer
Trust or JP Fund or their respective trustees, directors or officers to
the other or its respective trustees, directors or officers, it being
understood and agreed that each party shall be reimbursed for its Expenses
pursuant to Section 9 of the Agreement.

      21.   (a)   JPC shall indemnify and hold harmless JP Fund, Oppenheimer
Trust, Oppenheimer Fund, their investment advisers  and their respective
trustees, directors, officers and shareholders, against any and all claims
to the extent such claims are based upon, arise out of or relate to (i)
any untruthful or inaccurate representation made by JP Fund in the
Agreement or any breach by JP Fund of any warranty or any failure by JP
Fund to perform or comply with any of its obligations, covenants,
conditions or agreements set forth in the Agreement or (ii) the failure
of JP Fund to comply with applicable legal requirements, including,
without limitation, registration under the 1933 Act and the 1940 Act and
state securities laws.  Notwithstanding the foregoing, JPC shall not be
obligated to so indemnify any officer or director of JP Fund if such
claims result from such person's willful misfeasance, bad faith or gross
negligence.  

            (b)   OFI shall indemnify and hold harmless JP Fund and its
investment adviser and their respective directors, officers and
shareholders, against any and all claims to the extent such claims are
based upon, arise out of or relate to any untruthful or inaccurate
representation made by Oppenheimer Trust in the Agreement or any breach
by Oppenheimer Trust of any warranty or any failure by Oppenheimer Trust
to perform or comply with any of its obligations, covenants, conditions
or agreements set forth in the Agreement.  Notwithstanding the foregoing,
OFI shall not be obligated to so indemnify any officer or director of JP
Fund or its investment adviser if such claims result from such person's
willful misfeasance, bad faith or gross negligence.  

            (c)   As used in this section, the word "claim" means any and all
liabilities, obligations, losses, damages, deficiencies, demands, claims,
penalties, assessments, judgments, actions, proceedings and suits of
whatever kind and nature and all costs and expenses (including, without
limitation, reasonable attorneys' fees).


      22.   The Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all taken together shall constitute
one Agreement.  The rights and obligations of each party pursuant to the
Agreement shall not be assignable. 

      23.   All prior or contemporaneous agreements and representations are
merged into the Agreement, which constitutes the entire contract between
the parties hereto.  No amendment or modification hereof shall be of any
force and effect unless in writing and signed by the parties and no party
shall be deemed to have waived any provision herein for its benefit unless
it executes a written acknowledgement of such waiver. 

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

      25.   Neither of the parties shall make any press release of the
transactions contemplated by the Agreement, or any discussion in
connection therewith, without the prior written consent of the other
party, which consent shall not be unreasonably withheld.  The preceding
sentence shall not apply to any disclosures required to be made by
applicable laws, as determined by counsel; however, the applicable party
shall consult with the other party concerning the timing and content of
such disclosure before making it.  

      26.   The representations, warranties and covenants set forth in the
Agreement shall survive the closing.


      27.   The Agreement shall be governed by and construed in accordance
with the laws of the State of New York without regard to the conflicts of
laws principles of such State.

      IN WITNESS WHEREOF, each of the parties has caused the Agreement to
be executed and attested by its officers thereunto duly authorized on the
date first set forth above. 

Attest:                             JEFFERSON-PILOT INVESTMENT GRADE
                                    BOND FUND, INC.
                                          

/s/ J. Gregory Poole                By:   /s/ E. J. Yelton
                                          President


Attest:                             OPPENHEIMER INTEGRITY FUNDS,
                                    ON BEHALF OF OPPENHEIMER BOND FUND         

/s/ Robert G. Zack                  By:   /s/ Andrew J. Donohue
                                          Secretary & Vice President


Attest:                             For purposes of Section 21 only:
                                    JEFFERSON-PILOT CORPORATION



/s/ J. Gregory Poole                By:   /s/ E. J. Yelton
                                          Senior Vice President



Attest:                             For purposes of Section 21 only:
                                    OPPENHEIMERFUNDS, INC.



/s/ Robert G. Zack      By:   /s/ Andrew J. Donohue         
                              Executive Vice President






JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.

PROXY FOR SPECIAL SHAREHOLDERS MEETING
TO BE HELD DECEMBER 3, 1996

The undersigned shareholder of Jefferson-Pilot Investment Grade Bond Fund,
Inc. ("JP Fund"), does hereby appoint Richard W. McEnally and E.J. Yelton,
and each of them, as attorneys-in-fact and proxies of the undersigned,
with full power of substitution, to attend the Special Meeting of
Shareholders of JP Fund to be held on December 3, 1996, at the Jefferson-
Pilot Building (4th Floor, Room B-2), 100 North Greene Street, Greensboro,
North Carolina 27420 at 10:00 A.M., local time,  and at all adjournments
thereof, and to vote the shares held in the name of the undersigned on the
record date for said meeting on the Proposals specified on the reverse
side.  Said attorneys-in-fact shall vote in accordance with their best
judgment as to any other matter.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WHO RECOMMENDS A VOTE
FOR THE PROPOSALS ON THE REVERSE SIDE AND THE ELECTION OF EACH NOMINEE AS
DIRECTOR.  THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED ON THE
REVERSE SIDE OR FOR EACH PROPOSAL AND THE ELECTION OF EACH NOMINEE AS
DIRECTOR IF NO CHOICE IS INDICATED.

Please mark your proxy, date and sign it on the reverse side and return
it promptly in the accompanying envelope, which requires no postage if
mailed in the United States.

Proposal 1:       

To consider and vote upon the approval or disapproval of the Agreement and
Plan of Reorganization dated as of October 8, 1996 (the "Reorganization
Agreement") by and among JP Fund, Jefferson-Pilot Corporation, Oppenheimer
Integrity Funds, on behalf of its series, Oppenheimer Bond Fund
("Oppenheimer Fund"), and OppenheimerFunds, Inc., and the transactions
contemplated thereby, including (i) the transfer of substantially all the
assets of JP Fund to Oppenheimer Fund in exchange for Class A shares of
Oppenheimer Fund, (ii) the distribution of such shares of Oppenheimer Fund
to shareholders of JP Fund in liquidation of JP Fund, and (iii) the
cancellation of the outstanding shares of JP Fund.

            FOR____           AGAINST____             ABSTAIN____

Proposal 2:

To elect to the Board of Directors the following five (5) directors to
hold office until the earlier of (i) the dissolution of JP Fund or (ii)
the next annual meeting of shareholders of JP Fund called for the purpose
of electing directors, or until their successors are elected and
qualified. 

A)  E.J. Yelton               D) William Edward Moran
B)  John C. Ingram            E) J. Lee Lloyd               
C)  Richard Wolcott McEnally

_______For all nominees listed            ____WITHHOLD AUTHORITY
except as marked to the contrary at           to vote for all nominees
left.  Instruction:  To withhold              listed at left.
authority to vote for any individual
nominee, line out that nominee's name 
at left.                

Proposal 3:

To ratify or reject the selection of McGladrey & Pullen LLP as JP Fund's
independent auditors for the current fiscal year.
      
            FOR____           AGAINST____             ABSTAIN____

                                    Dated:________________________, 1996
                                          (Month)     (Day)

                                    ______________________________
                                          Signature(s)

                                    ______________________________
                                          Signature(s)

      Please read both sides of this ballot.

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON.  When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such.  All joint owners should sign this proxy. 
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give his or her title.




OPPENHEIMER BOND FUND 
Supplement Dated October 18, 1996
To the Prospectus dated Apri1 1, 1996

      The Prospectus is amended as follows:

      1.    The parenthetical in footnote 1 following the table in the
section captioned "Shareholder Transaction Expenses" on page 4 is revised
to read as follows: "($500,000 or more for purchases by "Retirement
Plans," as defined in "Class A Contingent Deferred Sales Charge" on page
31)."

      2.    The first and second sentences in the sub-section captioned
"Class A Shares" in "How to Buy Shares-Classes of Shares" on page 27 are
revised to read as follows:  

      If you buy Class A shares, you may pay an initial sales charge on
      investments up to $1 million (up to $500,000 for purchases by
      "Retirement Plans," as defined in "Class A Contingent Deferred Sales
      Charge" on page 31).  If you purchase Class A shares as part of an
      investment of at least $1 million ($500,000 for Retirement Plans) in
      shares of one or more Oppenheimer funds, you will not pay an initial
      sales charge, but if you sell any of those shares within 18 months
      of buying them, you may pay a contingent deferred sales charge.

      3.    The first and second paragraphs in the section captioned "Class
A Contingent Deferred Sales Charge" on page 31 are revised to read as
follows:

      There is no initial sales charge on purchases of Class A shares of
      any one or more of the Oppenheimer funds in the following cases:

      - Purchases aggregating $1 million or more. 

      - Purchases by a retirement plan qualified under sections 401(a) or
      401(k) of the Internal Revenue Code, by a non-qualified deferred
      compensation plan (not including Section 457 plans), employee benefit
      plan, group retirement plan (see "How to Buy Shares - Retirement
      Plans" in the Statement of Additional Information for further
      details), an employee's 403(b)(7) custodial plan account, SEP IRA,
      SARSEP, or SIMPLE plan (all of these plans are collectively referred
      to as "Retirement Plans"); that: (1) buys shares costing $500,000 or
      more or (2) has, at the time of purchase, 100 or more eligible
      participants, or (3) certifies that it projects to have annual plan
      purchases of $200,000 or more.

      - Purchases by an OppenheimerFunds Rollover IRA if the purchases are
      made (1) through a broker, dealer, bank or registered investment
      adviser that has made special arrangements with the Distributor for
      these purchases, or (2) by a direct rollover of a distribution from
      a qualified retirement plan if the administrator of that plan has
      made special arrangements with the Distributor for those purchases.

      The Distributor pays dealers of record commissions on those purchases
      in an amount equal to (i) 1.0% for non-Retirement Plan accounts, and
      (ii) for Retirement Plan accounts, 1.0% of the first $2.5 million,
      plus 0.50% of the next $2.5 million, plus 0.25% of purchases over $5
      million.  That commission will be paid only on those purchases that
      were not previously subject to a front-end sales charge and dealer
      commission.   No sales commission will be paid to the dealer, broker
      or financial institution on sales of Class A shares purchased with
      the redemption proceeds of shares of a mutual fund offered as an
      investment option in a Retirement Plan in which Oppenheimer funds are
      also offered as investment options under a special arrangement with
      the Distributor if the purchase occurs more than 30 days after the
      addition of the Oppenheimer funds as an investment option to the
      Retirement Plan.

      4.    Effective January 1, 1997, the second sentence in the section
captioned "Special Arrangements with Dealers" on page 32 is deleted.

      5.    The section subparagraph under the section captioned "Waivers
of Class A Sales Charges - Waivers of Initial and Contingent Deferred
Sales Charges for Certain Purchasers" on page 33 is revised by adding the
following subparagraph:

            -     (1) investment advisors and financial planners who charge
            an advisory, consulting or other fee for their services and buy
            shares for their own accounts or the accounts of their clients,
            (2) Retirement Plans and deferred compensation plans and trusts
            used to fund those Plans (including, for example, plans
            qualified or created under sections 401(a), 403(b) or 457 of the
            Internal Revenue Code), and "rabbi trusts" that buy shares for
            their own accounts, in each case if those purchases are made
            through a broker or agent or other financial intermediary that
            has made special arrangements with the Distributor for those
            purchases; and (3) clients of such investment advisors or
            financial planners who buy shares for their own accounts may
            also purchase shares without sales charge but only if their
            accounts are linked to a master account of their investment
            advisor or financial planner on the books and records of the
            broker, agent or financial intermediary with which the
            Distributor has made such special arrangements (each of these
            investors may be charged a fee by the broker, agent or financial
            intermediary for purchasing shares).

      6.    The section captioned "Waivers of Class A Sales Charges -
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions" on page 34 is revised to read as follows:

      The Class A contingent deferred sales charge is also waived if shares
      that would otherwise be subject to the contingent deferred sales
      charge are redeemed in the following cases:

            -     to make Automatic Withdrawal Plan payments that are
                  limited annually to no more than 12% of the original
                  account value;

            -     involuntary redemptions of shares by operation of law or
                  involuntary redemptions of small accounts (see
                  "Shareholder Account Rules and Policies," below); 

            -     if, at the time a purchase order is placed for Class A
                  shares that would otherwise be subject to the Class A
                  contingent deferred sales charge, the dealer agrees in
                  writing to accept the dealer's portion of the commission
                  payable on the sale in installments of 1/18th of the
                  commission per month ( and no further commission will be
                  payable if the shares are redeemed within 18 months of
                  purchase);

            -     for distributions from a TRAC-2000 401(k) plan sponsored
                  by the Distributor due to the termination of the TRAC-2000
                  program.
            
            -     for distributions from Retirement Plans, deferred
                  compensation plans or other employee benefit plans for any
                  of the following purposes:  (1) following the death or
                  disability (as defined in the Internal Revenue Code) of
                  the participant or beneficiary (the death or disability
                  must occur after the participant's account was
                  established); (2) to return excess contributions; (3) to
                  return contributions made due to a mistake of fact; (4)
                  hardship withdrawals, as defined in the plan; (5) under a
                  Qualified Domestic Relations Order, as defined in the
                  Internal Revenue Code; (6) to meet the minimum
                  distribution requirements of the Internal Revenue Code;
                  (7) to establish "substantially equal periodic payments"
                  as described in Section 72(t) of the Internal Revenue
                  Code; (8) for retirement distributions or loans to
                  participants or beneficiaries; (9) separation from
                  service; (10) participant-directed redemptions to purchase
                  shares of a mutual fund (other than a fund managed by the
                  Manager or its subsidiary) offered as an investment option
                  in a Retirement Plan in which Oppenheimer funds are also
                  offered as investment options under a special arrangement
                  with the Distributor; or (11) plan termination or "in-
                  service distributions", if the redemption proceeds are
                  rolled over directly to an OppenheimerFunds IRA.

October 18, 1996                                          PS0285.007


OPPENHEIMER

Bond Fund

Prospectus dated April 1, 1996.

Oppenheimer Bond Fund (the "Fund"), formerly named "Oppenheimer Investment
Grade Bond Fund," is a mutual fund with the investment objective of
seeking a high level of current income by investing mainly in debt
instruments.  The Fund will, under normal market conditions, invest at
least 65% of its total assets in a diversified portfolio of investment
grade debt securities.  You should carefully review the risks associated
with an investment in the Fund.  Please refer to "Investment Objectives
and Polices" beginning on page ____.

      This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the April 1, 1996, Statement of Additional Information.  For a
free copy, call OppenheimerFunds Services, the Fund's Transfer Agent, at
1-800-525-7048, or write to the Transfer Agent at the address on the back
cover.  The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).


(OppenheimerFunds logo)



Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, and are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 


Contents

            ABOUT THE FUND
            Expenses
            A Brief Overview of the Fund
            Financial Highlights
            Investment Objective and Policies
            How the Fund is Managed
            Performance of the Fund

            ABOUT YOUR ACCOUNT

            How to Buy Shares
            Class A Shares
            Class B Shares
            Class C Shares

            Special Investor Services
            AccountLink
            Automatic Withdrawal and Exchange Plans
            Reinvestment Privilege
            Retirement Plans

            How to Sell Shares
            By Mail
            By Telephone
            By Checkwriting

            How to Exchange Shares
            Shareholder Account Rules and Policies
            Dividends, Capital Gains and Taxes
            Appendix A

A-1         Special Sales Charge Arrangements for Shareholders of the          
Fund  Who Were Shareholders of the Former Quest for Value Funds

            Appendix B

B-1         Special Sales Charge Arrangements for Fund Shareholders Who Were
            Shareholders of the Former Connecticut Mutual Investment
            Accounts, Inc.



A B O U T  T H E  F U N D

Expenses

The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services, and those
expenses are subtracted from the Fund's assets to calculate the Fund's net
asset value per share.  All shareholders therefore pay those expenses
indirectly.  Shareholders pay other expenses directly, such as sales
charges and shareholder transaction charges.  The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
will bear indirectly.  The numbers below are based on the Fund's expenses
during its last fiscal year ended December 31, 1995. 

      - Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund.  Please refer to "About Your Account," from
pages ____ through ___ for an explanation of how and when these charges
apply.



                                 Class A     Class B               Class C
                                 Shares      Shares                Shares
- -----------------------------------------------------------------------
                                                          
Maximum Sales Charge             4.75%       None                  None
on Purchases (as a % 
of offering price)
- ------------------------------------------------------------------------
Sales Charge on
Reinvested Dividends             None        None                  None
- ------------------------------------------------------------------------
Deferred Sales Charge            None(1)     5% in the first       1% if shares are
(as a % of the lower of                      year, declining       redeemed within
the original purchase                        to 1% in the          12 months of
price or redemption                          sixth year and        purchase(2)
proceeds)                                    eliminated
                                             thereafter(2)
- -----------------------------------------------------------------------
Exchange Fee                     None        None                  None


1. If you invest $1 million or more ($500,000 or more for purchases by
OppenheimerFunds prototype 401(k) plans) in Class A shares you may have
to pay a sales charge of up to 1% if you sell your shares within 18
calendar months from the end of the calendar month in which you purchased
those shares.  See "How to Buy Shares - Buying Class A Shares," below.
2.  See "How to Buy Shares - Buying Class B Shares," below and "How to Buy
Shares - Buying Class C Shares" below.

      - Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business.  For example,
the Fund pays management fees to its investment adviser, OppenheimerFunds,
Inc. (which is referred to in this Prospectus as the "Manager").  The
rates of the Manager's fees are set forth in "How the Fund is Managed,"
below.  The Fund has other regular expenses for services, such as transfer
agent fees, custodial fees paid to the bank that holds its portfolio
securities, audit fees and legal expenses.  Those expenses are detailed
in the Fund's financial statements in the Statement of Additional
Information.

Annual Fund Operating Expenses as a Percentage of Average Net Assets



                                     Class A        Class B          Class C
                                     Shares         Shares           Shares(1)

                                                             
Management Fees                      0.75%          0.75%            0.75%
(Restated)
- ----------------------------------------------------------------------
12b-1 Distribution Plan Fees         0.25%          1.00%            1.00%
- ----------------------------------------------------------------------
Other Expenses                       0.38%          0.40%            0.40%
- ----------------------------------------------------------------------
Total Fund                           1.38%          2.15%            2.15%
Operating Expenses


1. Total Annual Fund Operating expenses for Class C shares are estimates
based on amounts that would have been payable assuming Class C shares were
outstanding for the full year.
      
      The numbers in the table above are based on the Fund's expenses in
its last fiscal year ended December 31, 1995. These amounts are shown as
a percentage of the average net assets of each class of the Fund's shares
for that year.  The management fees have been restated to reflect the
Fund's new management fees set forth in the new investment advisory
agreement dated July 10, 1995 with OppenheimerFunds, Inc.  The restated
management fee rate is as if the new investment advisory agreement had
been in effect during the entire fiscal year ended December 31, 1995.  Had
the management fee rate not changed, the actual management fee would have
been 0.50% for Class A and Class B shares, respectively, and total fund
operating expenses would have been 1.07% for Class A and 1.82% for Class
B, respectively.

      The 12b-1 Distribution Plan Fees for Class A shares are service fees
(the maximum fee is 0.25% of average annual net assets of that class), and
for Class B and Class C shares, are the service fees (the maximum service
fee is 0.25% of average annual net assets of the class) and the asset-
based sales charge of 0.75%. These Plans are discussed in greater detail
in "How to Buy Shares."  Class C shares were not publicly offered before
July 11, 1995.  Therefore, the "Annual Fund Operating Expenses" as to
Class C shares are estimates based on expenses for the period from the
inception date until December 31, 1995.

      The actual expenses for each class of shares in future years may be
more or less than the numbers in the chart, depending on a number of
factors, including the actual value of the Fund's assets represented by
each class of shares.  

      - Examples.  To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown 


below.  Assume that you make a $1,000 investment in each class of shares
of the Fund, and that the Fund's annual return is 5%, and that its
operating expenses for each class are the ones shown in the chart above
as restated.  If you were to redeem your shares at the end of each period
shown below, your investment would incur the following expenses by the end
of 1, 3, 5 and 10 years:

                        1 year        3 years       5 years        10 years*
- ----------------------------------------------------------------------
Class A Shares          $61           $89           $119           $205
- ----------------------------------------------------------------------
Class B Shares          $72           $97           $135           $211
- ----------------------------------------------------------------------
Class C Shares          $32           $67           $115           $248

If you did not redeem your investment, it would incur the following
expenses:

Class A Shares          $61           $89           $119           $205
- ----------------------------------------------------------------------
Class B Shares          $22           $67           $115           $211
- ----------------------------------------------------------------------
Class C Shares          $22           $67           $115           $248

      *The Class B expenses in years 7 through 10 are based on Class A
expenses shown above, because the Fund automatically converts your Class
B shares into Class A shares after 6 years. Because of the effect of the
asset-based sales charge and the contingent deferred sales charge on Class
B and Class C shares, long-term Class B and Class C shareholders could pay
the economic equivalent of an amount greater than the maximum front-end
sales charge allowed under applicable regulations.  For Class B
shareholders, the automatic conversion of Class B shares to Class A shares
is designed to minimize the likelihood that this will occur.  Please refer
to "How to Buy Shares - Class B Shares" for more information.

      These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will be more or less than those shown.

A Brief Overview of the Fund

      Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found.  You should carefully read the entire Prospectus
before making a decision about investing in the Fund.  Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.

      - What Is The Fund's Investment Objective?  The Fund seeks to achieve
a high level of current income by investing mainly in debt instruments.

      - What Does The Fund Invest In?  Under normal market conditions, the
Fund invests at least 65% of its total assets in a diversified portfolio
of investment grade fixed-income securities.  These include (i)
investment-grade debt securities rated BBB or above by Standard and Poor's
Corporation or Baa or above by Moody's Investors Service, Inc. or, if
unrated, are of comparable quality as determined by the Fund's Manager;
(ii) securities issued or guaranteed as to principal and interest by the
U.S. Government, its agencies or instrumentalities or obligations secured
by such securities ("U.S. Government Securities"); and (iii) high-quality,
short-term money market instruments.  

      The Fund may invest up to 35% of its total assets in non-investment
grade debt instruments.  Although non-investment grade securities
generally offer the potential for higher income than investment grade
securities, they may be subject to greater market fluctuations and a
greater risk of default because of the issuer's low creditworthiness.  The
Fund may also write covered calls and use certain types of securities
called "derivative investments" and hedging instruments to try to manage
investment risks.  These investments are more fully explained in
"Investment Objective and Policies" starting on page ___.  

      - Who Manages The Fund?  The Fund's investment adviser (the
"Manager") is OppenheimerFunds, Inc., (which changed its name from
Oppenheimer Management Corporation effective January 5, 1996).  The
Manager (including a subsidiary) manages investment company portfolios
currently having over $50 billion in assets.  The Manager is paid a
management fee by the Fund, based on its net assets. The Fund's portfolio
managers, who are primarily responsible for the selection of the Fund's
securities, are David P. Negri and David A. Rosenberg.   The Fund's Board
of Trustees, elected by shareholders, oversees the Manager.  Please refer
to "How the Fund is Managed," starting on page ___ for more information
about the Manager and its fees.

      - How Risky is the Fund?  All investments carry risks to some degree. 
The Fund's investments in fixed-income securities are subject to changes
in their value and their yield from a number of factors, including changes
in the general bond market and changes in interest rates.  Non-investment
grade securities may have speculative characteristics and be subject to
a greater risk of default than investment grade securities.  These changes
affect the value of the Fund's investments and its share prices for each
class of its shares.  In the OppenheimerFunds spectrum the Fund is
generally considered a moderately risky income fund, more aggressive than
money market funds but less aggressive than high yield funds.  While the
Manager tries to reduce risks by diversifying investments, by carefully
researching securities before they are purchased for the portfolio, and
in some cases by using hedging techniques, there is no guarantee of
success in achieving the Fund's objective and your shares may be worth
more or less than their original cost when you redeem them.  Please refer
to "Investment Objectives and Policies" starting on page ___ for a more
complete discussion of the Fund's investment risks.

      - How Can I Buy Shares?  You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using an Automatic
Investment Plan under AccountLink.  Please refer to "How to Buy Shares"
starting on page ___ for more details. 


      - Will I Pay A Sales Charge To Buy Shares?  The Fund has three
classes of shares.  All classes have the same investment portfolio but
different expenses.  Class A shares are offered with a front-end sales
charge, starting at 4.75%, which are reduced for larger purchases.  Class
B and Class C shares are offered without a front-end sales charge, but may
be subject to a contingent deferred sales charge if redeemed within 6
years or 12 months of purchase, respectively.  There is also an annual
asset-based sales charge on Class B and Class C shares.  Please review
"How to Buy Shares" starting on page ____ for more details, including a
discussion about factors you and your financial advisor should consider
in determining which class may be appropriate for you.

      - How Can I Sell My Shares?  Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer or by using Checkwriting.  Please refer to "How to Sell Shares"
starting on page ___.  The Fund also offers exchange privileges to other
Oppenheimer funds, described in "How to Exchange Shares" on page ___.

      - How Has The Fund Performed?  The Fund measures its performance by
quoting its yield, average annual total return and cumulative total
return, which measure historical performance.  Those yields and total
returns can be compared to the returns (over similar periods) of other
funds.  Prior to July 10, 1995, the Fund's investments were limited to
investment grade bonds, U.S. Government Securities, and money market
instruments.  Of course, other funds may have different objectives,
investments, and levels of risk.  The Fund's performance can also be
compared to broad market indices, which we have done on pages ____. 
Please remember that past performance does not guarantee future results.

Financial Highlights

The table on the following pages presents selected financial information
about the Fund, including per share data and expense ratios and other data
based on the Fund's average net assets.  This information for the 1991
through 1995 fiscal years has been audited by Deloitte & Touche LLP, the
Fund's independent auditors, whose report on the Fund's financial
statements for the fiscal year ended December 31, 1995 is included in the
Statement of Additional Information.  Class C shares were publicly offered
only during a portion of that period, commencing July 11, 1995. The
information in the table for the fiscal periods prior to 1991 was audited
by the Fund's previous independent auditors.



- ---------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------
                                              CLASS A
                                              -----------------------------------------------------------------------
                                                                                                                                    
                                                                                                                                    
                                              YEAR ENDED DECEMBER 31,
                                                 1995           1994          1993           1992           1991(4)         
                                                                                                        
================================================================
=====================================================
PER SHARE OPERATING DATA:
Net asset value, beginning of period              $10.01         $11.12        $10.74         $10.80          $9.86         
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                .69            .65           .69            .75            .82          
Net realized and unrealized gain (loss)              .96          (1.08)          .40           (.05)           .90         
- ---------------------------------------------------------------------------------------------------------------------
Total income (loss) from investment
operations                                          1.65           (.43)         1.09            .70           1.72          
- ---------------------------------------------------------------------------------------------------------------------
Dividends and distributions to shareholders:
Dividends from net investment income                (.68)          (.65)         (.71)          (.76)          (.78)        
Dividends in excess of net investment
income                                                --           (.03)            --             --            --         
- ---------------------------------------------------------------------------------------------------------------------
Total dividends and distributions
to shareholders                                     (.68)          (.68)         (.71)          (.76)          (.78)        
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $10.98         $10.01        $11.12         $10.74         $10.80          
                                             
================================================================

TOTAL RETURN, AT NET ASSET VALUE (5)               16.94%         (3.87)%       10.30%          6.77%         18.28%          
================================================================
=====================================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in thousands)        $169,059        $96,640      $110,759       $106,290        $90,623         
- ---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $116,940       $102,168      $111,702        $98,672        $86,471         
- ---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income                              6.47%          6.25%         6.20%          7.00%          8.02%          
Expenses, before voluntary reimbursement 
by the Manager                                     1.27%          1.06%         1.06%          1.10%          1.23%          
Expenses, net of voluntary reimbursement 
by the Manager                                     1.26%           N/A            N/A            N/A           N/A              
- ---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (7)                       175.4%          70.3%        110.1%         116.4%          97.1%        

                                                                                                                                  
1.  For the period from July 11, 1995 (inception of offering) to December 31, 
1995.
2.  For the period from May 1, 1993 (inception of offering) to December 31,
1993.
3.  Operating results prior to April 15, 1988 were achieved by the Fund's
predecessor corporation as a closed-end fund under different investment
objectives and policies. Such results are thus not necessarily representative of
operating results the Fund may achieve under its current investment objectives
and policies.
4.  On March 28, 1991, OppenheimerFunds, Inc. became the investment advisor to
the Fund.




Investment Objective and Policies

Objective.  The Fund seeks a high level of current income by investing
mainly in debt instruments.

Investment Policies and Strategies.  

Under normal market conditions, the Fund invests at least 65% of its total
assets in investment grade debt securities, U.S. Government Securities,
and money market instruments.  Investment-grade debt securities are those
rated in one of the four highest categories by Standard & Poor's
Corporation ("Standard & Poor's"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. or other nationally-recognized
rating organization.  A description of these rating categories is included
as an Appendix to the Fund's Statement of Additional Information.  Debt
securities (often referred to as "fixed-income securities") are used by
issuers to borrow money from investors.  The issuer promises to pay the
investor interest at a fixed or variable rate, and to pay back the amount
it borrowed (the "principal") at maturity.  Some debt securities, such as
zero coupon bonds (discussed below) do not pay current interest.  The Fund
may invest up to 35% of its total assets in debt securities rated less
than investment grade or, if unrated, judged by the Manager to be of
comparable quality to such lower-rated securities (collectively,
"lower-grade securities").  Lower-grade securities include securities
rated BB, B, CCC, CC and D by Standard & Poor's or Ba, B, Caa, Ca and C
by Moody's.  Lower-grade securities (often called "junk bonds") are
considered speculative and involve greater risk.  They may be less liquid
than higher-rated securities.  If the Fund were forced to sell a lower-
grade debt security during a period of rapidly-declining prices, it might
experience significant losses especially if a substantial number of other
holders decide to sell at the same time.  Other risks may involve the
default of the issuer or price changes in the issuer's securities due to
changes in the issuer's financial strength or economic conditions.  The
Fund is not obligated to dispose of securities when issuers are in default
or if the rating of the security is reduced.  These risks are discussed
in more detail in the Statement of Additional Information.  

      The Manager anticipates that the Fund would generally invest at least
75% of its total assets in: (i) U.S. corporate bonds rated "A" or better
and (ii) U.S. government and agency bonds.  The Manager further
anticipates that the Fund would invest an additional 15% of its total
assets in non-investment grade domestic corporate bonds and 10% of its
total assets in non-investment grade foreign bonds.  These anticipated
investment targets, including the allocation between domestic and foreign
lower-grade debt securities, are subject to fluctuation and may be changed
by the Manager without further notice to shareholders or amended
prospectus disclosure.  Under normal market conditions, the Fund's target
duration will be approximately five.  Duration is a measure of the
anticipated rise or decline in value for a 1% change in interest rates. 
For example, a duration of 2 in a portfolio indicates that for every 1%
rise in general interest rates, the portfolio's value would be expected
to fall 2%, and vice versa.

      When investing the Fund's assets, the Manager considers many factors,
including current developments and trends in both the economy and the
financial markets.  The Fund may try to hedge against losses in the value
of its portfolio of securities by using hedging strategies described
below.  The Manager may employ special investment techniques, also
described below.  Additional information about the securities the Fund may
invest in, the hedging strategies the Fund may employ and the special
investment techniques may be found under the same headings in the
Statement of Additional Information.

      - Interest Rate Risks.   In addition to credit risks, described
below, debt securities are subject to changes in their value due to
changes in prevailing interest rates.  When prevailing interest rates
fall, the values of already-issued debt securities generally rise.  When
interest rates rise, the values of already-issued debt securities
generally decline.  The magnitude of these fluctuations will often be
greater for longer-term debt securities than shorter-term debt securities. 
Changes in the value of securities held by the Fund mean that the Fund's
share prices can go up or down when interest rates change, because of the
effect of the change on the value of the Fund's portfolio of debt
securities.

      - Credit Risks.  Debt securities are also subject to credit risks. 
Credit risk relates to the ability of the issuer of a debt security to
make interest or principal payments on the security as they become due.
Generally, higher-yielding, lower-rated bonds (which the Fund may hold)
are subject to greater credit risk than higher-rated bonds.  Securities
issued or guaranteed by the U.S. Government are subject to little, if any,
credit risk.  While the Manager may rely to some extent on credit ratings
by nationally recognized rating agencies, such as Standard & Poor's or
Moody's, in evaluating the credit risk of securities selected for the
Fund's portfolio, it may also use its own research and analysis.  However,
many factors affect an issuer's ability to make timely payments, and there
can be no assurance that the credit risks of a particular security will
not change over time.

      - Can the Fund's Investment Objective and Policies Change?  The Fund
has an investment objective, which is described above, as well as
investment policies it follows to try to achieve its objective. 
Additionally, the Fund uses certain investment techniques and strategies
in carrying out those investment policies.  The Fund's investment policies
and techniques are not "fundamental" unless this Prospectus or the
Statement of Additional Information says that a particular policy is
"fundamental."  The Fund's investment objective is a fundamental policy.

      Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The term
"majority" is defined in the Investment Company Act to be a particular
percentage of outstanding voting shares (and this term is explained in the
Statement of Additional Information).  The Fund's Board of Trustees may
change non-fundamental policies without shareholder approval, although
significant changes will be described in amendments to this Prospectus.
 
      - U.S. Government Securities.  Certain U.S. Government Securities,
including U.S. Treasury bills, notes and bonds, and mortgage participation
certificates guaranteed by Government National Mortgage Association
("Ginnie Mae") are supported by the full faith and credit of the U.S.
government, which in general terms means that the U.S. Treasury stands
behind the obligation to pay principal and interest.  Ginnie Mae
certificates are one type of mortgage-related U.S. Government Security the
Fund invests in. Other mortgage-related U.S. Government Securities the
Fund invests in that are issued or guaranteed by federal agencies or
government-sponsored entities are not supported by the full faith and
credit of the U.S. government.  Those securities include obligations
supported by the right of the issuer to borrow from the U.S. Treasury,
such as obligations of Federal Home Loan Mortgage Corporation ("Freddie
Mac"), obligations supported only by the credit of the instrumentality,
such as Federal National Mortgage Association ("Fannie Mae") and
obligations supported by the discretionary authority of the U.S.
Government to repurchase certain obligations of U.S. Government agencies
or instrumentalities such as the Federal Land Banks and the Federal Home
Loan Banks.  Other U.S. Government Securities the Fund invests in are
collateralized mortgage obligations ("CMOs").  

      The value of U.S. Government Securities will fluctuate depending on
prevailing interest rates.  Because the yields on U.S. Government
Securities are generally lower than on corporate debt securities, when the
Fund holds U.S. Government Securities it may attempt to increase the
income it can earn from them by writing covered call options against them,
when market conditions are appropriate.  Writing covered calls is
explained below, under "Other Investment Techniques and Strategies."

      - Short-Term Debt Securities.  The high quality, short-term money
market instruments in which the Fund may invest include U.S. Treasury and
agency obligations; commercial paper (short-term, unsecured, negotiable
promissory notes of a domestic or foreign company); short-term obligations
of corporate issuers; bank participation certificates; and certificates
of deposit and bankers' acceptances (time drafts drawn on commercial banks
usually in connection with international transactions) of banks and
savings and loan associations.

      - Mortgage-Backed Securities and CMOs.  Certain mortgage-backed
securities, whether issued by the U.S. government or by private issuers,
"pass-through" to investors the interest and principal payments generated
by a pool of mortgages assembled for sale by government agencies. Pass-
through mortgage-backed securities entail the risk that principal may be
repaid at any time because of prepayments on the underlying mortgages. 
That may result in greater price and yield volatility than traditional
fixed-income securities that have a fixed maturity and interest rate.  

      The Fund may also invest in collateralized mortgage-backed
obligations (referred to as "CMOs"), which generally are obligations fully
collateralized by a portfolio of mortgages or mortgage-related securities. 
Payment of the interest and principal generated by the pool of mortgages
is passed through to the holders as the payments are received.  CMOs are
issued with a variety of classes or series which have different
maturities.  Certain CMOs may be more volatile and less liquid than other
types of mortgage-related securities, because of the possibility of the
prepayment of principal due to prepayments on the underlying mortgage
loans.  

      The Fund may also invest in CMOs that are "stripped."  That means
that the security is divided into two parts, one of which receives some
or all of the principal payments (and is known as a "P/O") and the other
which receives some or all of the interest (and is known as an "I/O"). 
P/Os and I/Os are generally referred to as "derivative investments,"
discussed further below.

      The yield to maturity on the class that receives only interest is
extremely sensitive to the rate of payment of the principal on the
underlying mortgages.  Principal prepayments increase that sensitivity. 
Stripped securities that pay "interest only" are therefore subject to
greater price volatility when interest rates change, and they have the
additional risk that if the underlying mortgages are prepaid, the Fund
will lose the anticipated cash flow from the interest on the prepaid
mortgages.  That risk is increased when general interest rates fall, and
in times of rapidly falling interest rates, the Fund might receive back
less than its investment.  

      The value of "principal only" securities generally increases as
interest rates decline and prepayment rates rise.  The price of these
securities is typically more volatile than that of coupon-bearing bonds
of the same maturity.

      Private-issuer stripped securities are generally purchased and sold
by institutional investors through investment banking firms.  At present,
established trading markets have not yet developed for these securities. 
Therefore, most private-issuer stripped securities may be deemed
"illiquid."  If the Fund holds illiquid stripped securities, the amount
it can hold will be subject to the Fund's investment policy limiting
investments in illiquid securities to 10% of the Fund's net assets.

      The Fund may also enter into "forward roll" transactions with
mortgage-backed securities.  The Fund sells mortgage-backed securities it
holds to banks or other buyers and simultaneously agrees to repurchase a
similar security from that party at a later date at an agreed-upon price. 
Forward rolls are considered to be a borrowing.  The Fund is required to
segregate liquid assets with its custodian bank in an amount equal to its
obligation under the forward roll.  The main risk of this investment
strategy is risk of default by the counterparty. 

      - Asset-Backed Securities.  The Fund may invest in "asset-backed"
securities.  These represent interests in pools of consumer loans and
other trade receivables, similar to mortgage-backed securities.  They are
issued by trusts and "special purpose corporations."  They are backed by
a pool of assets, such as credit card or auto loan receivables, which are
the obligations of a number of different parties.  The income from the
underlying pool is passed through to holders, such as the Fund.  These
securities may be supported by a credit enhancement, such as a letter of
credit, a guarantee or a preference right.  However, the extent of the
credit enhancement may be different for different securities and generally
applies to only a fraction of the security's value.  These securities
present special risks.  For example, in the case of credit card
receivables, the issuer of the security may have no security interest in
the related collateral.  

      - Zero Coupon Securities.  These securities, which may be issued by
the U.S. government, its agencies or instrumentalities or by private
issuers, are purchased at a substantial discount from their face value. 
They are subject to greater fluctuations in market value as interest rates
change than debt securities that pay interest periodically.  Interest
accrues on zero coupon bonds even though cash is not actually received. 

- - Other Debt Securities.  The Fund may invest in preferred stocks. 
Preferred stock, unlike common stock, generally offers a stated dividend
rate payable from the corporation's earnings.  Such preferred stock
dividends may be cumulative or non-cumulative, fixed, participating, or
auction rate.  If interest rates rise, a fixed dividend on preferred
stocks may be less attractive, causing the price of preferred stocks to
decline.  The rights to payment of preferred stocks are generally
subordinate to rights associated with a corporation's debt securities.

      - Securities of Foreign Governments and Companies.  The Fund may
invest in debt securities issued or guaranteed by foreign companies, and
debt securities of foreign governments or their agencies.  These foreign
securities may include debt obligations such as government bonds,
debentures issued by companies, as well as notes.  Some of these debt
securities may have variable interest rates or "floating" interest rates
that change in different market conditions.  Those changes will affect the
income the Fund receives.  These securities are described in more detail
in the Statement of Additional Information.  If the Fund's assets are held
abroad, the countries in which they are held and the sub-custodians
holding them will be approved by the Trust's Board of Trustees if required
to do so by applicable regulations.

      Foreign securities have special risks.  There are certain risks of
holding foreign securities.  The first is the risk of changes in foreign
currency values.  Because the Fund may purchase securities denominated in
foreign currencies, a change in the value of a foreign currency against
the U.S. dollar will result in a change in the U.S. dollar value of the
Fund's securities denominated in that currency.  The currency rate change
will also affect its income available for distribution.  Although the
Fund's investment income from foreign securities may be received in
foreign currencies, the Fund will be required to distribute its income in
U.S. dollars.  Therefore, the Fund will absorb the cost of currency
fluctuations.  If the Fund suffers losses on foreign currencies after it
has distributed its income during the year, the Fund may find that it has
distributed more income than was available from actual investment income. 
That could result in a return of capital to shareholders.  

      There are other risks of foreign investing.  For example, foreign
issuers are not required to use generally-accepted accounting principles. 
If foreign securities are not registered for sale in the U.S. under U.S.
securities laws, the issuer does not have to comply with the disclosure
requirements of our laws, which are generally more stringent than foreign
laws.  The values of foreign securities investments will be affected by
other factors, including exchange control regulations or currency blockage
and possible expropriation or nationalization of assets.  There may also
be changes in governmental administration or economic or monetary policy
in the U.S. or abroad that can affect foreign investing.  In addition, it
is generally more difficult to obtain court judgments outside the United
States if the Fund has to sue a foreign broker or issuer.  Additional
costs may be incurred because foreign broker commissions are generally
higher than U.S. rates, and there are additional custodial costs
associated with holding securities abroad.

      - Portfolio Turnover.  A change in the securities held by the Fund
is known as "portfolio turnover."  While it is a policy of the Fund
generally not to engage in trading for short-term gains, portfolio changes
will be made without regard to the length of time a security has been held
or whether a sale would result in a profit or loss, if in the Manager's
judgment, such transactions are advisable in light of the circumstances
of a particular company or within a particular industry or in light of
market, economic or financial conditions.  High portfolio turnover may
affect the ability of the Fund to qualify as a "regulated investment
company" under the Internal Revenue Code for tax deductions for dividends
and capital gains distributions the Fund pays to shareholders.  Portfolio
turnover affects brokerage costs, dealer markups and other transaction
costs, and results in the Fund's realization of capital gains or losses
for tax purposes.  See "Financial Highlights" above, "Dividends, Capital
Gains and Taxes" below and "Brokerage Policies of the Fund" in the
Statement of Additional Information. 

Other Investment Techniques and Strategies.  The Fund may also use the
investment techniques and strategies described below.  These techniques
involve certain risks.  The Statement of Additional Information contains
more information about these practices, including limitations on their use
that are designed to reduce some of the risks.  

      - Hedging.  The Fund may purchase and sell certain kinds of futures
contracts, put and call options, forward contracts, and options on
futures, broadly-based stock or bond indices and foreign currency, or
enter into interest rate swap agreements.  These are all referred to as
"hedging instruments."  The Fund does not use hedging instruments for
speculative purposes, and has limits on the use of them, described below. 

      The Fund may buy and sell options, futures and forward contracts for
a number of purposes.  It may do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute
for purchasing individual securities.  It may do so to try to manage its
exposure to changing interest rates.  Some of these strategies, such as
selling futures, buying puts and writing covered calls, hedge the Fund's
portfolio against price fluctuations.

      Other hedging strategies, such as buying futures and call options and
writing puts, tend to increase the Fund's exposure to the securities
market.  Forward contracts are used to try to manage foreign currency
risks on the Fund's foreign investments.  Foreign currency options are
used to try to protect against declines in the dollar value of foreign
securities the Fund owns, or to protect against an increase in the dollar
cost of buying foreign securities.  Writing covered call options may also
provide income to the Fund for liquidity purposes, defensive reasons, or
to raise cash to distribute to shareholders.  

      -Futures.  The Fund may buy and sell futures contracts that relate
to (1) foreign currencies (these are Forward Contracts), (2) financial
indices, such as U.S. or foreign government securities indices, corporate
debt securities indices or equity securities indices (these are referred
to as Financial Futures), and (3) interest rates (these are referred to
as Interest Rate Futures).  These types of Futures are described in
"Hedging" in the Statement of Additional Information.

      -  Put and Call Options.  The Fund may buy and sell certain kinds of
put options (puts) and call options (calls).

      The Fund may buy calls on securities, indices, foreign currencies,
or Futures, or to terminate its obligation on a call the Fund previously
wrote.  The Fund may write (that is, sell) call options on securities,
indices, foreign currencies or Futures, but only if they are "covered." 
 That means the Fund must own the security subject to the call while the
call is outstanding or segregate appropriate liquid assets.  Calls on
Futures must be covered by securities or other liquid assets the Fund owns
and segregated to enable it to satisfy its obligations if the call is
exercised.  When the Fund writes a call, it receives cash (called a
premium).  The call gives the buyer the ability to buy the investment on
which the call was written from the Fund at the call price during the
period in which the call may be exercised.  If the value of the investment
does not rise above the call price, it is likely that the call will lapse
without being exercised, while the Fund keeps the cash premium (and the
investment).  Up to 50% of the Fund's total assets may be subject to
calls.

      The Fund may purchase put options.  Buying a put on an investment
gives the Fund the right to sell the investment at a set price to a seller
of a put on that investment.  The Fund may buy puts that relate to
securities, indices, Futures, or foreign currencies.  The Fund may buy a
put on a security whether or not the Fund owns the particular security in
its portfolio.  The Fund may sell a put on securities, indices, Futures,
or foreign currencies, but only if the puts are covered by segregated
liquid assets.  The Fund will not write puts if more than 50% of the
Fund's net assets would have to be segregated to cover put obligations.

      A call or put may be purchased only if, after the purchase, the value
of all call and put options held by the Fund will not exceed 5% of the
Fund's total assets.  The Fund may buy and sell put and call options that
are traded on U.S. or foreign securities or commodity exchanges or are
traded in the over-the-counter markets.  In the case of foreign currency
options, they may be quoted by major recognized dealers in those options. 
Options traded in the over-the-counter market may be "illiquid," and
therefore may be subject to the Fund's restrictions on illiquid
investments.

      -Forward Contracts.  Forward Contracts are foreign currency exchange
contracts.  They are used to buy or sell foreign currency for future
delivery at a fixed price.  The Fund uses them to try to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that the
Fund has purchased or sold, or to protect against possible losses from
changes in the relative value of the U.S. dollar and a foreign currency. 
The Fund may also use "cross hedging," where the Fund hedges against
changes in currencies other than the currency in which a security it holds
is denominated.

      -Interest Rate Swaps.  In an interest rate swap, the Fund and another
party exchange their right to receive, or their obligation to pay,
interest on a security.  For example, they may swap a right to receive
floating rate interest payments for fixed rate payments.  The Fund enters
into swaps only on securities it owns.  The Fund may not enter into swaps
with respect to more than 25% of its total assets.  The Fund will
segregate liquid assets (such as cash or U.S. Government securities) to
cover any amounts it could owe under swaps that exceed the amounts it is
entitled to receive, and it will adjust that amount daily, as needed. 

      -Hedging instruments can be volatile investments and may involve
special risks.  The use of hedging instruments requires special skills and
knowledge of investment techniques that are different from what is
required for normal portfolio management.  If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's return. The Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.  

      Options trading involves the payment of premiums and has special tax
effects on the Fund.  There are also special risks in particular hedging
strategies.  For example, if a covered call written by the Fund is
exercised on an investment that has increased in value, the Fund will be
required to sell the investment at the call price and will not be able to
realize any profit if the investment has increased in value above the call
price.  In writing puts, there is a risk that the Fund may be required to
buy the underlying security at a disadvantageous price.  The use of
Forward Contracts may reduce the gain that would otherwise result from a
change in the relationship between the U.S. dollar and a foreign currency. 
Interest rate swaps are subject to the risk that the other party will fail
to meet its obligations (or that the underlying issuer will fail to pay
on time), as well as interest rate risks.  The Fund could be obligated to
pay more under its swap agreements than it receives under them, as a
result of interest rate changes.  These risks are described in greater
detail in the Statement of Additional Information.

      - Short Sales "Against-the-Box".  The Fund may not sell securities
short except in collateralized transactions referred to as short sales
"against-the-box".  The Fund may not enter into these transactions if more
than 15% of the Fund's net assets will be held as collateral for such
short sales at any one time.  

      - Non-Concentration.  The Fund shall not invest 25% or more of its
total assets in any industry; however, for the purposes of this
restriction, obligations of the U.S. government, its agencies or
instrumentalities are not considered to be part of  any single industry.

      - When-Issued and Delayed Delivery Transactions.  The Fund may
purchase securities on a "when-issued" basis and may purchase or sell such
securities on a "delayed delivery" basis.  These terms refer to securities
that have been created and for which a market exists, but which are not
available for immediate delivery or are to be delivered at a later date. 
There may be a risk of loss to the Fund if the value of the security
changes prior to the settlement date.

      - Repurchase Agreements.  The Fund may enter into repurchase
agreements.  In a repurchase transaction, the Fund 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 Fund may
incur costs in disposing of the collateral and may experience losses if
there is any delay in its ability to do so.  The Fund will not enter into
a repurchase agreement that will cause more than 10% of the Fund's net
assets to be subject to repurchase agreements maturing in more than seven
days.  There is no limit on the amount of the Fund's net assets that may
be subject to repurchase agreements of seven days or less.  See the
Statement of Additional Information for more details.

      - Illiquid and Restricted Securities. Under the policies established
by the Fund's Board of Trustees, the Manager determines the liquidity of
certain of the Fund's investments. Investments may be illiquid because of
the absence of an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. A restricted security
is one that has a contractual restriction on its resale or which cannot
be sold publicly until it is registered under the Securities Act of 1933.
The Fund will not invest more than 10% of its net assets in illiquid or
restricted securities.  The Fund's percentage limitation on these
investments does not apply to certain restricted securities that are
eligible for resale to qualified institutional purchasers. 

      - Loans of Portfolio Securities.  The Fund may lend  its portfolio
securities to brokers, dealers and other financial institutions.  The Fund
must receive collateral for a loan.  These loans are limited to not more
than 25% of the value of the Fund's total assets and are subject to other
conditions described in the Statement of Additional Information.  The Fund
presently does not intend to lend its portfolio securities, but if it
does, the value of securities loaned is not expected to exceed 5% of the
value of the Fund's total assets in the coming year.

      - Derivative Investments.  In general, a "derivative investment" is
a specially designed investment whose performance is linked to the
performance of another investment or security, such as an option, future,
index, currency or commodity.  The Fund may not purchase or sell physical
commodities; however, the Fund may purchase and sell foreign currency and
engage in hedging transactions.  This shall not prevent the Fund from
buying or selling options and futures contracts or from investing in
securities or other instruments backed by physical commodities.

      Derivative investments used by the Fund are used in some cases for
hedging purposes and in other cases to seek income.  In the broadest
sense, exchange-traded options and futures contracts (discussed in
"Hedging," above) may be considered "derivative investments."

      The Fund may invest in different types of derivatives.  "Index-
linked" or "commodity-linked" notes are debt securities of companies that
call for interest payments and/or payment on the maturity of the note in
different terms than the typical note where the borrower agrees to pay a
fixed sum on the maturity of the note.  Principal and/or interest payments
on an index-linked note depend on the performance of one or more market
indices, such as the S & P 500 Index or a weighted index of commodity
futures, such as crude oil, gasoline and natural gas.  The Fund may invest
in "debt exchangeable for common stock" of an issuer or "equity-linked"
debt securities of an issuer. At maturity, the principal amount of the
debt security is exchanged for common stock of the issuer or is payable
in an amount based on the issuer's common stock price at the time of
maturity.  In either case there is a risk that the amount payable at
maturity will be less than the expected principal amount of the debt. 

      The Fund may also invest in currency-indexed securities.  Typically,
these are short-term or intermediate-term debt securities having a value
at maturity, and/or an interest rate, determined by reference to one or
more foreign currencies.  The currency-indexed securities purchased by the
Fund may make payments based on a formula.  The payment of principal or
periodic interest may be calculated as a multiple of the movement of one
currency against another currency, or against an index.  These investments
may entail increased risk to principal and increased price volatility.  

      There are special risks in investing in derivative investments.  The
company issuing the instrument may fail to pay the amount due on the
maturity of the instrument.  Also, the underlying investment or security
might not perform the way the Manager expected it to perform.  Markets,
underlying securities and indices may move in a direction not anticipated
by the Manager.  Performance of derivative investments may also be
influenced by interest rate and stock market changes in the U.S. and
abroad.  All of this can mean that the Fund will realize less principal
or income from the investment than expected.  Certain derivative
investments held by the Fund may be illiquid.  Please refer to "Illiquid
and Restricted Securities."

Other Investment Restrictions.  The Fund has other investment restrictions
which are fundamental policies.  Under these fundamental policies, the
Fund cannot do any of the following: 

      -  make short sales except for sales "against the box"; 
      -  borrow money or enter into reverse repurchase agreements, except
that the Fund may borrow money from banks and enter into reverse
repurchase agreements as a temporary measure for extraordinary or
emergency purposes (but not for the purpose of making investments),
provided that the aggregate amount of all such borrowings and commitments
under such agreements does not, at the time of borrowing or of entering
into such an agreement, exceed 10% of the Fund's total assets taken at
current market value; the Fund will not purchase additional portfolio
securities at any time that the aggregate amount of its borrowings and its
commitments under reverse repurchase agreements exceeds 5% of the Fund's
net assets (for purposes of this restriction, entering into portfolio
lending agreements shall not be deemed to constitute borrowing money); 
      -  concentrate its investments in any particular industry except that
it may invest up to 25% of the value of its total assets in the securities
of issuers in any one industry (of the utility companies, gas, electric,
water and telephone will each be considered as a separate industry); and
      -  buy securities issued or guaranteed by any one issuer (except the
U.S. Government or any of its agencies or instrumentalities) if with
respect to 75% of its total assets (1) more than 5% of the Fund's total
assets would be invested in the securities of that issuer, or (2) the Fund
would own more than 10% of that issuer's voting securities.

      All of the percentage restrictions described above and elsewhere in
this Prospectus and the Statement of Additional Information apply only at
the time the Fund purchases a security, and the Fund need not dispose of
a security merely because the size of the Fund's assets has changed or the
security has increased in value relative to the size of the Fund.  There
are other fundamental policies discussed in the Statement of Additional
Information.


How the Fund is Managed

Organization and History.  Oppenheimer Integrity Funds (the "Trust") was
organized in 1982 as a multi-series Massachusetts business trust and the
Fund is a series of that Trust.  That Trust is an open-end, diversified
management investment company, with an unlimited number of authorized
shares of beneficial interest. The Fund is one of two series of the Trust. 
Each of the two series of the Trust issues its own shares, has its own
investment portfolio, and its own assets and liabilities.

      The Fund 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 Fund's
activities, review its performance, and review the actions of the Manager. 
"Trustees and Officers of the Fund" in the Statement of Additional
Information names the Trustees and provides more information about them
and the officers of the Fund.  Although the Fund 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
Trust's Declaration of Trust.

      The Board of Trustees has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes.  The Board
has done so, and the Fund currently has three classes of shares, Class A,
Class B and Class C.  All classes invest in the same investment portfolio. 
Each class has its own dividends and distributions, and pays certain
expenses which may be different for the different classes.  Each class may
have a different net asset value.  Each share has one vote at shareholder
meetings, with fractional shares voting proportionally on matters
submitted to the vote of shareholders.  Shares of each class may have
separate voting rights on matters in which interests of one class are
different from interests of another class, and shares of a particular
class vote as a class on matters that affect that class alone. Shares are
freely transferrable.

The Manager and Its Affiliates.  The Fund is managed by the Manager,
OppenheimerFunds, Inc. which is responsible for selecting the Fund's
investments and handles its day-to-day business.  The Manager carries out
its duties, subject to the policies established by the Board of Trustees,
under an Investment Advisory Agreement which states the Manager's
responsibilities.  The Agreement sets forth the fees paid by the Fund to
the Manager and describes the expenses that the Fund is responsible to pay
to conduct its business.  Prior to July 10, 1995, the Manager had
contracted with Massachusetts Mutual Life Insurance Company ("MassMutual")
to act as the Fund's Sub-Adviser.  The Sub-Adviser was responsible for
choosing the Fund's investments.  The Manager, not the Fund, paid the Sub-
Adviser.  Effective July 10, 1995, the Sub-Advisory Agreement between the
Manager and MassMutual terminated and the Manager is responsible for
selecting the Fund's investments as well as for its day to day business,
pursuant to an investment advisory agreement dated July 10, 1995.

      The Manager has operated as an investment adviser since 1959.  The
Manager (including a subsidiary) currently manages investment companies,
including other Oppenheimer funds, with assets in excess of $50 billion
as of March 1, 1996, and with more than 2.8 million shareholder accounts. 
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company (the "Manager").

      - Portfolio Managers.  The Portfolio Managers of the Fund are David
P. Negri and David A. Rosenberg.  They have been the individuals
principally responsible for the day-to-day management of the Fund's
portfolio since July 10, 1995.  Mr. Negri and Mr. Rosenberg is each a Vice
President of the Manager.  They each serve as officers and portfolio
managers of other Oppenheimer funds.

      - Fees and Expenses.  Under a new investment advisory agreement dated
July 10, 1995 with the Manager, the Fund pays the Manager the following
annual fees, which decline on additional assets as the Fund grows: 0.75%
of the first $200 million of the Fund's average annual net assets, 0.72%
of the next $200 million, 0.69% of the next $200 million, 0.66% of the
next $200 million, 0.60% of the next $200 million, and 0.50% of net assets
in excess of $1 billion.  The Fund's management fee for its last fiscal
year, restated to reflect the management fee set forth in the new
investment advisory agreement, was 0.75% of average annual net assets for
both its Class A, Class B  and Class C shares, as set forth in the "Annual
Fund Operating Expenses" chart on page _____.  

      The Fund pays expenses related to its daily operations, such as
custodian fees, Trustees' fees, transfer agency fees, legal and auditing
costs.  Those expenses are paid out of the Fund's assets and are not paid
directly by shareholders.  However, those expenses reduce the net asset
value of shares, and therefore are indirectly borne by shareholders
through their investment.  More information about the Investment Advisory
Agreement and the other expenses paid by the Fund is contained in the
Statement of Additional Information. 

      There is also information about the Fund's brokerage policies and
practices in "Brokerage Policies of the Fund" in the Statement of
Additional Information.  That section discusses how brokers and dealers
are selected for the Fund's portfolio transactions.  Because the Fund
purchases most of its portfolio securities directly from the sellers and
not through brokers, it incurs relatively little expense for brokerage.
When deciding which brokers to use, the Manager is permitted by the
advisory agreement to consider whether brokers have sold shares of the
Fund or any other funds for which the Manager or its affiliates serve as
investment adviser.

      - The Distributor.  The Fund's shares are sold through dealers and
brokers that have a sales agreement with OppenheimerFunds Distributor,
Inc., a subsidiary of the Manager that is the Fund's Distributor.  The
Distributor also distributes the shares of the other Oppenheimer funds
managed by the Manager and is sub-distributor for funds managed by a
subsidiary of the Manager.

      - The Transfer Agent.  The Fund's transfer agent is OppenheimerFunds
Services, a division of the Manager, which acts as the shareholder
servicing agent for the Fund and the other Oppenheimer funds on an "at-
cost" basis. Shareholders should direct inquiries about their accounts to
the Transfer Agent at the address and toll-free number shown below in this
Prospectus and on the back cover.

Performance of the Fund

Explanation of Performance Terminology.  The Fund uses the terms
"cumulative total return," "average annual total return" and "yield" to
illustrate its performance.  The performance of each class of shares is
shown separately, because the performance of each class of shares will
usually be different, as a result of the different kinds of expenses each
class bears.  This performance information may be useful to help you see
how well your investment has done and to compare it to other funds or
market indices, as we have done below. 

      It is important to understand that the Fund's total return and yield
represent past performance and should not be considered to be predictions
of future returns or performance. This performance data is described
below, but more detailed information about how total returns and yields
are calculated is contained in the Statement of Additional Information,
which also contains information about other ways to measure and compare
the Fund's performance.  The Fund's investment performance will vary over
time, depending on market conditions, the composition of the portfolio,
expenses and which class of shares you purchase.

      - Total Returns.  There are different types of total returns used to
measure the Fund's performance.  Total return is the change in value of
a hypothetical investment in the Fund over a given period, assuming that
all dividends and capital gains distributions are reinvested in additional
shares. 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 the Fund's actual year-by-year
performance. 

      When total returns are quoted for Class A shares, they normally
include the payment of the maximum initial sales charge.  When total
returns are shown for Class B and Class C shares, they include the
applicable contingent deferred sales charge.  Total returns may also be
quoted "at net asset value," without including the initial sales charge
or CDSC, and those returns would be reduced if sales charges were
deducted. 

      - Yield.  Each class of shares calculates its yield by dividing the
annualized net investment income per share on the portfolio during a 30-
day period by the maximum offering price on the last day of the period.
The yield of each class will differ because of the different expenses of
each class of shares. The yield data represents a hypothetical investment
return on the portfolio, and does not measure an investment return based
on dividends actually paid to shareholders.  To show that return, a
dividend yield may be calculated.  Dividend yield is calculated by
dividing the dividends of a class derived from net investment income
during a stated period by the maximum offering price on the last day of
the period.  Yields and dividend yields for Class A shares reflect the
deduction of the maximum initial sales charge, but may also be shown based
on the Fund's net asset value per share.  Yields for Class B and Class C
shares do not reflect the deduction of the contingent deferred sales
charge.

How Has the Fund Performed?  Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended December 31, 1995,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based market index.
      
      - Management's Discussion of Performance.  During the Fund's fiscal
year ended December 31, 1995, declines in interest rates lead to a strong
rally in Treasury securities, which contributed to the Fund's positive
overall performance.  In the third and fourth quarters of 1995, the Fund
reduced its allocation of Treasury securities, in order to realize profits
and to emphasize investments in different categories of U.S. Government
and corporate bonds.  During that period, the Fund added to its holdings
in the corporate bond sector, favoring companies in industries expected
to experience earnings growth, such as cable, communications, broadcasting
and media firms.  The Fund also allocated assets to non-agency mortgage-
backed securities, which have a higher degree of issuer default and
therefore pay higher yields than Government agency mortgage obligations. 
Bonds issued by utilities and cyclical industries such as mining and
metals companies were underweighted in the Fund's portfolio.

      - Comparing the Fund's Performance to the Market.  The chart below
shows the performance of a hypothetical $10,000 investment in Class A,
Class B and Class C shares of the Fund held until December 31, 1995; in
the case of Class A shares, from the inception of the class on April 15,
1988, in the case of Class B shares, from the inception of the class on
May 1, 1993 and in the case of Class C shares, from inception of the class
on July 11, 1995.  

      The performance of each class of the Fund's shares is compared to the
performance of the Lehman Brothers Corporate Bond Index, a broad-based,
unmanaged index of publicly-issued nonconvertible investment grade
corporate debt of U.S. issuers, widely recognized as a measure of the U.S.
fixed-rate corporate bond market.  Prior to July 10, 1995, the Fund's
investments were limited to investment grade bonds, U.S. Government
Securities, and money market instruments.  The Lehman Brothers Corporate
Bond Index includes a factor for the reinvestment of interest, but does
not reflect expenses or taxes.  Index performance reflects the
reinvestment of dividends but does not consider the effect of capital
gains or transaction costs, and none of the data below shows the effect
of taxes.  Also, the Fund's performance reflects the effect of Fund
business and operating expenses.  While index comparisons may be useful
to provide a benchmark for the Fund's performance, it must be noted that
the Fund's investments are not limited to the securities in any one index. 
Moreover, the index performance data does not reflect any assessment of
the risk of the investments included in the index.

Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Bond Fund (Class A) and Lehman Brothers Corporate Bond Index

(graph)

Average Annual Total Return of Class A Shares of the Fund at 12/31/951
1 Year           5 Years           Life
- ---------------------------------------------------------------------
11.38%           8.33%             8.05%

Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Bond Fund (Class B) and Lehman Brothers Corporate Bond Index

(graph)

Average Annual Total Return of Class B Shares of the Fund at 12/31/952
1 Year           Life
- --------------------------------------------------------------------
11.06%           4.40%

Class C Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:
Oppenheimer Bond Fund (Class C) and Lehman Brothers Corporate Bond Index

(graph)

Average Annual Total Return of Class C Shares of the Fund at 12/31/953
1 Year           Life
- --------------------------------------------------------------------
                 2.76%

1The inception date of the Fund (Class A shares) was 4/15/88.  The average
annual total returns and the ending account value in the graph reflect
reinvestment of all dividends and capital gains distributions and are
shown net of the applicable 4.75% maximum initial sales charge.
2Class B shares of the Fund were first publicly offered on 5/1/93.  The
average annual total returns reflect reinvestment of all dividends and
capital gains distributions, and are shown net of the applicable 5% and
4% contingent deferred sales charges, respectively, for the 1-year period
and life-of-the-class.  The ending account value in the graph is net of
the applicable 4% contingent deferred sales charge.
Past performance is not predictive of future performance.
Graphs are not drawn to same scale.
3Class C shares of the Fund were first publicly offered on 7/11/95.  The
cumulative total return for Class C shares reflects the reinvestment of
all dividends and capital gains distributions and is shown net of the
applicable 1% contingent deferred sales charge.

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

How to Buy Shares

Classes of Shares.  The Fund offers investors three different classes of
shares. The different classes of shares represent investments in the same
portfolio of securities but are subject to different expenses and will
likely have different share prices.

      - Class A Shares.  If you buy Class A shares, you pay an initial
sales charge on investments up to $1 million (up to $500,000 for purchases
by OppenheimerFunds prototype 401(k) plans). If you purchase Class A
shares as part of an investment of $1 million ($500,000 or more for
OppenheimerFunds prototype 401(k) plans) in shares of one or more
Oppenheimer funds, you will not pay an initial sales charge but if you
sell any of those shares within 18 months of buying them, you may pay a
contingent deferred sales charge.  The amount of that sales charge will
vary depending on the amount you invested.  These sales charges are
described in "Buying Class A Shares" below. 

      - Class B Shares.  If you buy Class B shares, you pay no sales charge
at the time of purchase, but if you sell your shares within six years of
buying them, you will normally pay a contingent deferred sales charge that
varies depending on how long you own your shares.  These sales charges are
described in "Buying Class B Shares" below.

      - Class C Shares.  If you buy Class C shares, you pay no sales charge
at the time of purchase, but if you sell your shares within 12 months of
buying them, you will normally pay a contingent deferred sales charge of
1%.  These sales charges are described in "Buying Class C Shares," below.

Which Class of Shares Should You Choose?  Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor.  The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time.  The most important factors are how much you plan to
invest and how long you plan to hold your investment.  If your goals and
objectives change over time and you plan to purchase additional shares,
you should re-evaluate those factors to see if you should consider another
class of shares. 

      In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund.  We used the
sales charge rates that apply to each class, and considered the effect of
the annual asset-based sales charges on Class B and Class C expenses
(which, like all expenses, will affect your investment return).  For the
sake of comparison, we have assumed that there is a 10% rate of
appreciation in the investment each year. Of course, the actual
performance of your investment cannot be predicted and will vary, based
on the Fund's actual investment returns, and the operating expenses borne
by each class of shares, and which class of shares you invest in. 

      The factors discussed below are not intended to be investment advice
or recommendations, because each investor's financial considerations are
different.  The discussion below of the factors to consider in purchasing
a particular class of shares assume that you will purchase only one class
of shares, and not a combination of shares of different classes.

- -     How Long Do You Expect to Hold Your Investment?   While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the
appropriate class of shares.  Because of the effect of class-based
expenses, your choice will also depend on how much you plan to invest. 
For example, the reduced sales charges available for larger purchases of
Class A shares may, over time, offset the effect of paying an initial
sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher class-based expenses on Class B or Class C
shares for which no initial sales charge is paid.

      - Investing for the Short-Term. If you have a short-term investment
horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares
rather than Class B shares, because of the effect of the Class B
contingent deferred sales charge if you redeem in less than 7 years, as
well as the effect of the Class B asset-based sales charge on the
investment return for that class in the short term.  Class C shares might
be the appropriate choice (especially for investments of less than
$100,000), because there is no initial sales charge on Class C shares, and
the contingent deferred sales charge does not apply to shares you sell
after holding them one year.

      However, if you plan to invest more than $100,000 for the shorter
term, then the more you invest and the more your investment horizon
increases toward six years, Class C shares might not be as advantageous
as Class A shares.  That is because the annual asset-based sales charge
on Class C shares will have a greater impact on your account over the
longer term than the reduced front-end sales charge available for larger
purchases of Class A shares.  For example, Class A shares might be more
advantageous than Class C (as well as Class B) shares for investments of
more than $100,000 expected to be held for 5 or 6 years (or more).  For
investments over $250,000 expected to be held 4 to 6 years (or more),
Class A shares may become more advantageous than Class C (and Class B)
shares.  If investing $500,000 or more, Class A shares may be more
advantageous as your investment horizon approaches 3 years or more.

      And for most investors who invest $1 million or more, in most cases
Class A shares will be the most advantageous choice, no matter how long
you intend to hold your shares.  For that reason, the Distributor normally
will not accept purchase orders of $500,000 or $1 million or more of Class
B or Class C shares, respectively, from a single investor.

      -     Investing for the Longer Term. If you are investing for the
longer term, for example, for retirement, and do not expect to need access
to your money for seven years or more, Class B shares may be an
appropriate consideration, if you plan to invest less than $100,000.  If
you plan to invest more than $100,000 over the long term, Class A shares
will likely be more advantageous than Class B shares or Class C shares,
as discussed above, because of the effect of the expected lower expenses
for Class A shares and the reduced initial sales charges available for
larger investments in Class A shares under the Fund's Right of
Accumulation.

      Of course, these examples are based on approximations of the effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumed annual performance return stated above, and
therefore should not be relied on as rigid guidelines.

      - Are There Differences in Account Features That Matter to You? 
Because some account features may not be available to or advisable for
Class B or Class C shareholders, you should carefully review how you plan
to use your investment account before deciding which class of shares is
better for you. For example, share certificates are not available for
Class B or Class C shares and if you are considering using your shares as 
collateral for a loan, that may be a factor to consider. Also,
checkwriting privileges are not available for Class B or Class C shares
or Class A shares, subject to a contingent deferred sales charge. 
Additionally, the dividends payable to Class B and Class C shareholders
will be reduced by the additional expenses borne by those classes, such
as the asset-based sales charges described below and in the Statement of
Additional Information.

      - How Does It Affect Payments to My Broker?  A salesperson, such as
a broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class than for selling another class.  It is important that investors
understand that the purpose of the Class B and Class C contingent deferred
sales charges and asset-based sales charge for Class B and Class C shares
is the same as the purpose of the front-end sales charge on sales of Class
A shares: to compensate the Distributor for commissions it pays to dealers
and financial institutions for selling shares.

How Much Must You Invest?  You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25.  There are reduced minimum investments under
special investment plans:

      With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments for as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.

      Under pension, profit-sharing or 401(k) plans and Individual
Retirement Accounts (IRAs), you can make an initial investment of as
little as $250 (if your IRA is established under an Asset Builder Plan,
the $25 minimum applies), and subsequent investments may be as little as
$25.

There is no minimum investment requirement if you are buying shares by
reinvesting dividends from the Fund or other Oppenheimer funds (a list of
them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.

      - How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service. When you buy shares, be sure to
specify Class A, Class B or Class C shares.  If you do not choose, your
investment will be made in Class A shares.

      - Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.

      - Buying Shares Through the Distributor.  Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217.  If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares.  However, we
recommend that you discuss your investment first with a financial advisor,
to be sure it is appropriate for you.

      - Buying Shares Through OppenheimerFunds AccountLink.  You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member.  You can then transmit funds electronically to purchase shares,
or to have the Transfer Agent send redemption proceeds, or to transmit
dividends and distributions. 

      Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares.  You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below.  You should
request AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to
"AccountLink," below for more details.

      - Asset Builder Plans. You may purchase shares of the Fund (and up
to four other Oppenheimer funds) automatically each month from your
account at a bank or other financial institution under an Asset Builder
Plan with AccountLink. Details are on the Application and in the Statement
of Additional Information.

      - At What Price Are Shares Sold?  Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver, Colorado.  In most cases, to enable you to
receive that day's offering price, the Distributor must receive your order
by the time of day The New York Stock Exchange closes, which is normally
4:00 P.M., New York time, but may be earlier on some days (all references
to time in this Prospectus mean "New York time").  The net asset value of
each class of shares is determined as of that time on each day The New
York Stock Exchange is open (which is a "regular business day"). 

      If you buy shares through a dealer, the dealer must receive your
order by the close of The New York Stock Exchange on a regular business
day and transmit it to the Distributor so that it is received before the
Distributor's close of business that day, which is normally 5:00 P.M.  The
Distributor in its sole discretion may reject any purchase order for the
Fund's shares.
      
Special Sales Charge Arrangements for Certain Persons.  Appendix A and
Appendix B to this Prospectus sets forth conditions for the waiver of, or
exemption from, sales charges or the special sales charge rates that apply
to purchases of shares of the Fund (including purchases by exchange) by
a person who was a shareholder of one of the Former Quest for Value Funds
(as defined in Appendix A) or by a person who was a shareholder of one of
the former Connecticut Mutual Investment Accounts, Inc. funds (as defined
in Appendix B). 
 
Buying Class A Shares.  Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge.  However,
in some cases, described below, purchases are not subject to an initial
sales charge, and the offering price will be the net asset value. In some
cases, reduced sales charges may be available, as described below.  Out
of the amount you invest, the Fund receives the net asset value to invest
for your account.  The sales charge varies depending on the amount of your
purchase.  A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as a commission.  The current
sales charge rates and commissions paid to dealers and brokers are as
follows:



                         Front-End            Front-End
                         Sales Charge         Sales Charge         Commission
                         as a                 as a                 as
                         Percentage           Percentage           Percentage
                         of Offering          of Amount            of Offering
Amount of Purchase       Price                Invested             Price
- ----------------------------------------------------------------------
                                                          
Less than $50,000        4.75%                4.98%                4.00%
- ----------------------------------------------------------------------
$50,000 or more but      4.50%                4.71%                 3.75%
less than $100,000
- ----------------------------------------------------------------------
$100,000 or more but     3.50%                3.63%                2.75%
less than $250,000
- ----------------------------------------------------------------------
$250,000 or more but     2.50%                2.56%                2.00%
less than $500,000
- ----------------------------------------------------------------------
$500,000 or more but     2.00%                2.04%                1.60%
less than $1 million


      The Distributor reserves the right to reallow the entire commission
to dealers.  If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.

      - Class A Contingent Deferred Sales Charge.  There is no initial
sales charge on purchases of Class A shares of any one or more of the
Oppenheimer funds in the following cases:


      - purchases aggregating $1 million or more, or
      - purchases by an OppenheimerFunds prototype 401(k) plan that: (1)
buys shares costing $500,000 or more or (2) has, at the time of purchase,
100 or more eligible participants, or (3) certifies that it projects to
have annual plan purchases of $200,000 or more.

      Shares of any of the Oppenheimer funds that offers only one class of
shares that has no designation are considered "Class A shares" for this
purpose.  The Distributor pays dealers of record commissions on those
purchases in an amount equal to the sum of 1.0% of the first $2.5 million,
plus 0.50% of the next $2.5 million, plus 0.25% of purchases over $5
million.  That commission will be paid only on the amount of those
purchases in excess of $1 million ($500,000 for purchases by
OppenheimerFunds 401(k) prototype plans) that were not previously subject
to a front-end sales charge and dealer commissions.

      If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") will be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
either (1) the aggregate net asset value of the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less. 
However, the Class A contingent deferred sales charge will not exceed the
aggregate commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class A
contingent deferred sales charge. 

      In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to  the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them.  The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below. 

      No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's Exchange Privilege (described below).  However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
contingent deferred sales charge will apply.

      - Special Arrangements With Dealers.  The Distributor may advance up
to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients.  Dealers whose sales of Class A shares of Oppenheimer funds
(other than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales. 

Reduced Sales Charges for Class A Share Purchases.  You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:

      - Right of Accumulation.  To qualify for the lower sales charge rates
that apply to larger purchases of Class A shares, you and your spouse can
add together Class A and Class B shares you purchase for your individual
accounts, or jointly for trust or custodial accounts on behalf of your
children who are minors.  A fiduciary can count all shares purchased for
a trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts. 

      Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other Oppenheimer funds to reduce the sales
charge rate that applies to current purchases of Class A shares.  You can
also count Class A and Class B shares of Oppenheimer funds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold your investment in one of the Oppenheimer
funds.  The value of those shares will be based on the greater of the
amount you paid for the shares or their current value (at offering price). 
The Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Distributor. The reduced sales charge will apply only to current purchases
and must be requested when you buy your shares.

      - Letter of Intent.  Under a Letter of Intent, if you purchase Class
A shares or Class A shares and Class B shares of the Fund and other
Oppenheimer funds during a 13-month period, you can reduce the sales
charge rate that applies to your purchase of Class A shares.  The total
amount of your intended purchases of both Class A and Class B shares will
determine the reduced sales charge rate for Class A shares purchased
during that period.  This can include purchases made up to 90 days before
the date of the Letter.  More information is contained in the Application
and in "Reduced Sales Charges" in the Statement of Additional Information.

      - Waivers of Class A Sales Charges.  The Class A sales charges are
not imposed in the circumstances described below.  There is an explanation
of this policy in "Reduced Sales Charges" in the Statement of Additional
Information.

      Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:

      - the Manager or its affiliates;
      - present or former officers, directors, trustees and employees (and
their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;
      - registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose; 
      - dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees; 
      - employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is
for the purchaser's own account (or for the benefit of such employee's
spouse or minor children); 
      - dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor (1) providing specifically
for the use of shares of the Fund in particular investment products made
available to their clients (those clients may be charged a transaction fee
by their dealer, broker or adviser for the purchase or sale of Fund
shares) or (2) to sell shares to defined contribution employee retirement
plans for which the dealer, broker or investment adviser provides
administrative services;
      - directors, trustees, officers or full-time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan which beneficially owns shares for those
persons; 
      - accounts for which Oppenheimer Capital is the investment adviser
(the Distributor must be advised of this arrangement) and persons who are
directors or trustees of the company or trust which is the beneficial
owner of such accounts;
      - any unit investment trust that has entered into an appropriate
agreement with the Distributor;
      - a TRAC-2000 401(k) plan (sponsored by the former Quest for Value
Advisors) whose Class B or Class C shares of a Former Quest for Value Fund
were exchanged for Class A shares of that Fund due to the termination of
the Class B and C TRAC-2000 program on November 24, 1995; or
      - qualified retirement plans that had agreed with the former Quest
for Value Advisors to purchase shares of any of the Former Quest for Value
Funds at net asset value, with such shares to be held through DCXchange,
a sub-transfer agency mutual fund clearinghouse, provided that such
arrangements are consummated and share purchases commence by December 31,
1996.

      Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:

      - shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party; 
      - shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor; 
      -  shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other OppenheimerFunds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor;  
      - shares purchased and paid for with the proceeds of shares redeemed
in the prior 12 months from a mutual fund (other than a fund managed by
the Manager or any of its subsidiaries) on which an initial sales charge
or contingent deferred sales charge was paid (this waiver also applies to
shares purchased by exchange of shares of Oppenheimer Money Market Fund,
Inc. that were purchased and paid for in this manner); this waiver must
be requested when the purchase order is placed for your shares of the
Fund, and the Distributor may require evidence of your qualification for
this waiver; or 
      - shares purchased with the proceeds of maturing principal of units
of any Qualified Unit Investment Liquid Trust Series.
  There is a further discussion of this policy in "Reduced Sales Charges"
in the Statement of Additional Information.

      Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions. The Class A contingent deferred sales charge does not apply
to purchases of Class A shares at net asset value without sales charge as
described in the two sections above.  It is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
      - for retirement distribution or loans to participants or
beneficiaries from qualified retirement plans, deferred compensation plans
or other employee benefit plans, including OppenheimerFunds prototype
401(k) plans (these are all referred to as "Retirement Plans"); or
      - to return excess contributions made to Retirement Plans; or
      - to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original value; or
      - involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below); or
      - if, at the time a purchase order is placed for Class A shares that
would otherwise be subject to the Class A contingent deferred sales
charge, the dealer agrees in writing to accept the dealer's portion of the
commission payable on the sale in installments of 1/18th of the commission
per month (and no further commission will be payable if the shares are
redeemed within 18 months of purchase); or
      - for distributions from OppenheimerFunds prototype 401(k) plans for
any of the following cases or purposes: (1) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must occur after the participant's
account was established); (2) hardship withdrawals, as defined in the
plan; (3) under a Qualified Domestic Relations Order, as defined in the
Internal Revenue Code; (4) to meet the minimum distribution requirements
of the Internal Revenue Code; (5) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal Revenue
Code, or (6) separation from service.

      - Service Plan for Class A Shares.  The Fund has adopted a Service
Plan for Class A shares to reimburse the Distributor for a portion of its
costs incurred in connection with the personal service and maintenance of
accounts that hold Class A shares.  Reimbursement is made quarterly at an
annual rate that may not exceed 0.25% of the average annual net assets of
Class A shares of the Fund.  The Distributor uses all of those fees to
compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares and to reimburse itself (if the
Board of Trustees authorizes such reimbursements, which it has not yet
done) for its other expenditures under the Plan.

      Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.25% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers.  The payments under the Plan
increase the annual expenses of Class A shares. For more details, please
refer to "Distribution and Service Plans" in the Statement of Additional
Information.

Buying Class B Shares. Class B shares are sold at net asset value per
share without an initial sales charge. However, if Class B shares are
redeemed within 6 years of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds.  That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The charge will be assessed on the lesser of
the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price. The Class B contingent
deferred sales charge is paid to the Distributor to reimburse its expenses
of providing distribution-related services to the Fund in connection with
the sale of Class B shares.

      To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period.

      The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:

                                          Contingent Deferred Sales Charge
Beginning of Month in which               On Redemptions in That Year
Purchase Order Was Accepted               (As % of Amount Subject to Charge)
- ----------------------------------------------------------------------
0 - 1                                     5.0%
1 - 2                                     4.0%
2 - 3                                     3.0%
3 - 4                                     3.0%
4 - 5                                     2.0%
5 - 6                                     1.0%
6 and following                           None

      In the table, a "year" is a 12-month period. All purchases are
considered to have been made on the first regular business day of the
month in which the purchase was made.

      - Automatic Conversion of Class B Shares.  72 months after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution and Service Plan, described below. The conversion is based
on the relative net asset value of the two classes, and no sales load or
other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A, Class B and
Class C Shares" in the Statement of Additional Information.

Buying Class C Shares. Class C shares are sold at net asset value per
share without an initial sales charge. However, if Class C shares are
redeemed within 12 months of their purchase, a contingent deferred sales
charge of 1.0% will be deducted from the redemption proceeds.  That sales
charge will not apply to shares purchased by the reinvestment of dividends
or capital gains distributions. The charge will be assessed on the lesser
of the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price. The Class C contingent
deferred sales charge is paid to the Distributor to reimburse its expenses
of providing distribution-related services to the Fund in connection with
the sale of Class C shares.

      To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.

      -  Distribution and Service Plans for Class B and Class C Shares. 
The Fund has adopted Distribution and Service Plans for Class B and Class
C shares to compensate the Distributor for its services and costs in
distributing Class B and Class C shares and servicing accounts. Under the
Plans, the Fund pays the Distributor an annual "asset-based sales charge"
of 0.75% per year on Class B shares that are outstanding for 6 years or
less and on Class C shares.  This payment is made at a fixed rate that is
not related to the Distributor's expenses.  The Distributor also receives
from the Fund a service fee of 0.25% per year.  If either Plan is
terminated by the Fund, the Board of Trustees may allow the Fund to
continue payments of the asset-based sales charge to the Distributor for
distributing shares before the Plan was terminated. 

      Under each Plan, both fees are computed on the average of the net
asset value of shares in the respective class, determined as of the close
of each regular business day during the period. The asset-based sales
charge allows investors to buy Class B or Class C shares without a front-
end sales charge while allowing the Distributor to compensate dealers that
sell those shares. The asset-based sales charge and service fees increase
Class B and Class C expenses by up to 1.00% of the net assets per year of
the respective class.

      The Distributor uses the service fees to compensate dealers for
providing personal services for accounts that hold Class B or Class C
shares.  Those services are similar to those provided under the Class A
Service Plan, described above.  The Distributor pays the 0.25% service
fees to dealers in advance for the first year after Class B or Class C
shares have been sold by the dealer and retains the service fee paid by
the Fund in that year.  After the shares have been held for a year, the
Distributor pays the service fees to dealers on a quarterly basis.  

The Distributor currently pays sales commissions of 3.75% of the purchase
price of Class B shares to dealers from its own resources at the time of
sale.  Including the advance of the service fee, the total amount paid by
the Distributor to the dealer at the time of sale of Class B shares is
4.00% of the purchase price.  The Distributor currently pays sales
commissions of 0.75% of the purchase price of Class C shares to dealers
from its own resources at the time of sale.  Including the advance of the
service fee, the total amount paid by the Distributor to the dealer at the
time of sale of Class C shares is 1.00% of the purchase price.

      The Fund pays the asset-based sales charge to the Distributor to
compensate it for its services rendered in connection with the
distribution of Class B and Class C shares.  Those services include paying
sales commissions, advancing service fee payments, and paying or financing
the costs of distributing and selling Class B and Class C shares.  The
Distributor retains the asset-based sales charges paid by the Fund for
Class B shares.  For Class C shares, the Distributor retains the asset-
based sales charge paid by the Fund during the first year Class C shares
are outstanding, and after the first year the Distributor plans to pay the
asset-based sales charge as an ongoing commission to the dealer on Class
C shares that have been outstanding for a year or more.

      The Distributor's actual expenses in selling Class B and Class C
shares may be more than the payments it receives from contingent deferred
sales charges collected on redeemed shares and from the Fund under the
Distribution and Service Plan for Class B and Class C shares.  Therefore,
those expenses may be carried over and paid in future years. At December
31, 1995, the end of the Class B Plan year, the Distributor had incurred
unreimbursed expenses under the Plan of $1,004,267 (equal to 2.56% of the
Fund's net assets represented by Class B shares on that date), which have
been carried over into the present Plan year. At December 31, 1995, the
end of the Class C plan year, the Distributor had incurred unreimbursed
expenses under the plan of $21,412 (equal to .54% of the Fund's net assets
represented by Class C shares on that date), which have been carried over
into the present plan year. 

      - Waivers of Class B and Class C Sales Charges.  The Class B and
Class C contingent deferred sales charges will not be applied to shares
purchased in certain types of transactions nor will it apply to Class B
and Class C shares redeemed in certain circumstances as described below. 
The reasons for this policy are in "Reduced Sales Charges" in the
Statement of Additional Information.

      Waivers for Redemptions of Shares in Certain Cases. The Class B and
Class C contingent deferred sales charge will be waived for redemptions
of shares in the following cases:

      - to make distributions to participants or beneficiaries from
Retirement Plans, if the distributions are made (a) under an Automatic
Withdrawal Plan after the participant reaches age 59-1/2, as long as the
payments are no more than 10% of the account value annually (measured from
the date the Transfer Agent receives the request), or (b) following the
death or disability (as defined in the Internal Revenue Code) of the
participant or beneficiary which occurred after the account was opened; 

      - redemptions from accounts other than Retirement Plans following the
death or disability of the last surviving shareholder (the disability must
have occurred after the account was established and you must provide
evidence of a determination of disability by the Social Security
Administration), 
      - to make returns of excess contributions to Retirement Plans, 
      - to make distributions from retirement plans that qualify as
"substantially equal periodic payments" under Section 72(t) of the
Internal Revenue Code, provided the distributions do not exceed 10% of the
account value annually, measured from the date the Transfer Agent receives
the request, 
      - for distributions from OppenheimerFunds prototype 401(k) plans (1)
for hardship withdrawals; (2) under a Qualified Domestic Relations Order,
as defined in the Internal Revenue Code; (3) to meet minimum distribution
requirements as defined in the Internal Revenue Code; (4) to make
"substantially equal periodic payments" as described in Section 72(t) of
the Internal Revenue Code; or (5) for separation from service.

      Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares in the following cases: 
      - shares sold to the Manager or its affiliates; 
      - shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; 
      - shares issued in plans of reorganization to which the Fund is a
party; or 
      - shares redeemed in involuntary redemptions as described below. 
Further details about this policy are contained in "Reduced Sales Charges"
in the Statement of Additional Information.

Special Investor Services

AccountLink.  OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions.  These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.

      AccountLink privileges should be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges by sending signature-guaranteed
instructions to the Transfer Agent. AccountLink privileges will apply to
each shareholder listed in the registration on your account as well as to
your dealer representative of record unless and until the Transfer Agent
receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank
account information must be made by signature-guaranteed instructions to
the Transfer Agent signed by all shareholders who own the account.

      - Using AccountLink to Buy Shares.  Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457.  The purchase payment will be debited from
your bank account.

      - PhoneLink.  PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.

      - Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310.  You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.

      - Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer funds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.

      - Selling Shares.  You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account.  Please refer to "How to Sell
Shares," below for details.

Automatic Withdrawal and Exchange Plans.  The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer funds account on a regular basis:
  
      - Automatic Withdrawal Plans. If your Fund account is $5,000 or more,
you can establish an Automatic Withdrawal Plan to receive payments of at
least $50 on a monthly, quarterly, semi-annual or annual basis. Automatic
Withdrawal Plans are not advisable for Class B and Class C shares subject
to a contingent deferred sales charge ("CDSC") unless waivers of the CDSC
apply.  The checks may be sent to you or sent automatically to your bank
account on AccountLink. You may even set up certain types of withdrawals
of up to $1,500 per month by telephone.  You should consult the
Application and Statement of Additional Information for more details.

      - Automatic Exchange Plans. You can authorize the Transfer Agent
automatically to exchange an amount you establish in advance for shares
of up to five other Oppenheimer funds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan.  The minimum purchase
for each Oppenheimer funds account is $25.  These exchanges are subject
to the terms of the Exchange Privilege, described below.

Reinvestment Privilege.  If you redeem some or all of your Class A or
Class B shares of the Fund, you have up to 6 months to reinvest all or
part of the redemption proceeds in Class A shares of the Fund or other
Oppenheimer funds without paying a sales charge.  This privilege applies
to Class A shares that you purchased subject to an initial sales charge
and to Class A or Class B shares on which you paid a contingent deferred
sales charge when you redeemed them.  This privilege does not apply to
Class C shares. You must be sure to ask the Distributor for this privilege
when you send your payment. Please consult the Statement of Additional
Information for more details.

Retirement Plans.  Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:

      - Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
      - 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
      - SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP-IRAs
      - Pension and Profit-Sharing Plans for self-employed persons and
other employers
      - 401(k) prototype retirement plans for business
      Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications. 


How to Sell Shares

      You can arrange to take money out of your account by selling
(redeeming) 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 and accepted by the Transfer Agent.  The Fund offers you
a number of ways to sell your shares: in writing, or by using the Fund's
checkwriting privilege or by telephone.  You can also set up Automatic
Withdrawal Plans to redeem shares on a regular basis, as described above.
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, please call the Transfer Agent
first, at 1-800-525-7048, for assistance.

      - Retirement Accounts.  To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form.  There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay.  If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee. 
There are additional details in the Statement of Additional Information.

      - Certain Requests Require a Signature Guarantee.  To protect you and
the Fund from fraud, certain redemption requests must be in writing and
must include a signature guarantee in the following situations (there may
be other situations also requiring a signature guarantee):

      - You wish to redeem more than $50,000 worth of shares and receive
a check
      - A redemption check is not payable to all shareholders listed on the
account statement
      - A redemption check is not sent to the address of record on your
statement
      - Shares are being transferred to a Fund account with a different
owner or name
      - Shares are redeemed by someone other than the owners (such as an
Executor)
      
      - Where Can I Have My Signature Guaranteed?  The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by 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.

Selling Shares by Mail.  Write a "letter of instructions" that includes:
      
      - Your name
      - The Fund's name
      - Your Fund account number (from your account statement)
      - The dollar amount or number of shares to be redeemed
      - Any special payment instructions
      - Any share certificates for the shares you are selling
      - The signatures of all registered owners exactly as the account is
registered, and
      - Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.

Use the following address for requests by mail:
OppenheimerFunds Services
P.O. Box 5270, Denver, Colorado 80217

Send Courier or Express Mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231

Selling Shares by Telephone.  You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days.  Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed by telephone.

      - To redeem shares through a service representative, call 1-800-852-
8457
      - To redeem shares automatically on PhoneLink, call 1-800-533-3310

      Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds transferred to that
bank account.  

      - Telephone Redemptions Paid by Check.  Up to $50,000 may be redeemed
by telephone, once in any 7-day period.  The check must be payable to all
owners of record of the shares and must be sent to the address on the
account statement.  This service is not available within 30 days of
changing the address on an account.

      - Telephone Redemptions Through AccountLink.  There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH transfer to your bank is
initiated on the business day after the redemption.  You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be transferred.

Checkwriting.  To be able to write checks against your Fund account, you
may request that privilege on your account Application or you can contact
the Transfer Agent for signature cards, which 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 you previously signed a signature card to establish
checkwriting in one of the other Oppenheimer funds, you may call 1-800-
525-7048 to request check writing for an account in this Fund that has the
same registration as that other fund account.

      - Checks can be written to the order of whomever you wish, but may
not be cashed at the Fund's bank or custodian.
      - Checkwriting privileges are not available for accounts holding
Class B or Class C shares, or Class A shares that are subject to a
contingent deferred sales charge.
      - Checks must be written for at least $100.
      - Checks cannot be paid if they are written for more than your
account value.  Remember: your shares fluctuate in value and you should
not write a check close to the total account value.
      - You may not write a check that would require the Fund to redeem
shares that were purchased by check or Asset Builder Plan payments within
the prior 10 days.
      - Don't use your checks if you changed your Fund account number.

Selling Shares Through Your Dealer.  The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers.  Brokers or dealers may charge for that service.  Please call
your dealer for more information about this procedure. Please refer to
"Special Arrangements for Repurchase of Shares from Dealers and Brokers"
in the Statement of Additional Information for more details.


How to Exchange Shares

      Shares of the Fund may be exchanged for shares of certain Oppenheimer
funds at net asset value per share at the time of exchange, without sales
charge.  To exchange shares, you must meet several conditions:

      - Shares of the fund selected for exchange must be available for sale
in your state of residence
      - The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
      - You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
      - You must meet the minimum purchase requirements for the fund you
purchase by exchange
      - Before exchanging into a fund, you should obtain and read its
prospectus

      Shares of a particular class may be exchanged only for shares of the
same class in  the other Oppenheimer funds.  For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund.  At
present Oppenheimer Money Market Fund, Inc. offers only one class of
shares, which are considered to be Class A shares for this purpose. In
some cases, sales charges may be imposed on exchange transactions.  Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.

      Exchanges may be requested in writing or by telephone:

      - Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account.  Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."

      - Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same names and address.  Shares held under certificates may not
be exchanged by telephone.

      You can find a list of Oppenheimer funds currently available for
exchanges in the Statement of Additional Information or obtain their names
by calling a service representative at 1-800-525-7048. That list can
change from time to time.

      There are certain exchange policies you should be aware of:

      - Shares are normally 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 is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days.  However, either fund
may delay the purchase of shares of the fund you are exchanging into up
to seven days if it determines it would be disadvantaged by a same-day
transfer of the proceeds to buy shares. For example, the receipt of
multiple exchange requests from a dealer in a "market-timing" strategy
might require the disposition of securities at a time or price
disadvantageous to the Fund.

      - Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.

      - The Fund may amend, suspend or terminate the exchange privilege at
any time.  Although the Fund will attempt to provide you notice whenever
it is reasonably able to do so, it may impose these changes at any time.

      - 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

      - Net Asset Value Per Share is determined for each class of shares
as of the close of The New York Stock Exchange which is normally 4:00 P.M.
but may be earlier on some days, on each day the Exchange is open by
dividing the value of the Fund's net assets attributable to a class by the
number of shares of that class that are outstanding.  The Fund's Board of
Trustees has established procedures to value the Fund's securities to
determine net asset value.  In general, securities values are based on
market value.  There are special procedures for valuing illiquid and
restricted securities and obligations for which market values cannot be
readily obtained.  These procedures are described more completely in the
Statement of Additional Information.

      - The offering of shares may be suspended during any period in which
the 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 the Fund's best interest to do so.

      - Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time.  If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until 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 has adopted other procedures  to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing.  If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine.  If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.

      - 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.

      - Dealers that can perform account transactions for their clients by
participating in NETWORKING  through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.

      - The redemption price for shares will vary from day to day because
the value of the securities in the Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A, Class B and Class C shares. Therefore, the
redemption value of your shares may be more or less than their original
cost.

      -  Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments.  For accounts registered
in the name of a broker-dealer, payment will be forwarded within 3
business days.  The Transfer Agent may delay forwarding a check or
processing a payment via AccountLink 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 certified check or arrange to have your
bank 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 Fund
if the account value has fallen below $1,000 for reasons other than the
fact that the market value of shares has dropped, and in some cases
involuntary redemptions may be made to repay the Distributor for losses
from the cancellation of share purchase orders.  

      - Under unusual circumstances shares of the Fund may be redeemed "in
kind," which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to "How to Sell Shares"
in the Statement of Additional Information for more details.

      - "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or Employer Identification Number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of income.

      - The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee.  That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent. 
Under the circumstances described in "How To Buy Shares," you may be
subject to a contingent deferred sales charge when redeeming certain Class
A, Class B or Class C shares.

      - To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records. 
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.

      -  Transfer Agent and Shareholder Servicing Agent.  The transfer
agent and shareholder servicing agent is OppenheimerFunds Services. 
Unified Management Corporation (1-800-346-4601) is the shareholder
servicing agent for former shareholders of the AMA Family of Funds and
clients of AMA Investment Advisers, L.P. who owned shares of the Former
Quest for Value Quality Income Fund when it merged into the Fund on
November 24, 1995.

Dividends, Capital Gains and Taxes

Dividends. The Fund declares dividends separately for Class A, Class B and
Class C shares from net investment income on each regular business day and
pays those dividends to shareholders monthly. Normally, dividends are paid
on the last business day of every month, but the Board of Trustees can
change that date.  Distributions may be made monthly from any net short-
term capital gains the Fund realizes in selling securities.  It is
expected that distributions paid with respect to Class A shares will
generally be higher than for Class B or Class C shares because expenses
allocable to Class B and Class C shares will generally be higher.

      From time to time, the Fund may adopt the practice, to the extent
consistent with the amount of the Fund's net investment income and other
distributable income, of attempting to pay dividends on Class A shares at
a constant level, although the amount of such dividends may be subject to
change from time to time depending on market conditions, the composition
of the Fund's portfolio and expenses borne by the Fund or borne separately
by that Class.  A practice of attempting to pay dividends on Class A
shares at a constant level would require the Manager, consistent with the
Fund's investment objective and investment restrictions, to monitor the
Fund's portfolio and select higher yielding securities when deemed
appropriate to maintain necessary net investment income levels.  If the
Fund, from time to time, seeks to pay dividends on Class A shares at a
target level, the Fund anticipates it would pay dividends at the targeted
dividend level from net investment income and other distributable income
without any impact on the Fund's Class A net asset value per share.  The
Board of Trustees could change the Fund's targeted dividend level at any
time, without prior notice to shareholders.  The Fund would not otherwise
have a fixed dividend rate.  Regardless, there can be no assurance as to
the payment of any dividends or the realization of any capital gains.

Capital Gains.  The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following the
end of its fiscal year. Long-term capital gains will be separately
identified in the tax information the Fund sends you after the end of the
year.  Short-term capital gains are treated as dividends for tax purposes. 
There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.

Distribution Options.  When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested. 
For other accounts, you have four options:

      - Reinvest All Distributions in the Fund.  You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
      - Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
      - Receive All Distributions in Cash. You can elect to receive a check
for all dividends and long-term capital gains distributions or have them
sent to your bank on AccountLink.
      - Reinvest Your Distributions in Another Oppenheimer Fund Account.
You can reinvest all distributions in another Oppenheimer funds account
you have established.

Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders.  It does not matter how long you held your
shares.  Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income.  Distributions are subject to
federal income tax and may be subject to state or local taxes.  Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of each taxable distribution
you received in the previous year.

      - "Buying a Dividend":  When a fund goes ex-dividend, its share price
is reduced by the amount of the distribution.  If you buy shares on or
just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.

      - Taxes on Transactions: Share redemptions, including redemptions for
exchanges, are subject to capital gains tax.  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.

      - Returns of Capital: In certain cases distributions made by the Fund
may be considered a non-taxable return of capital to shareholders.  If
that occurs, it will be identified in notices to shareholders.  A non-
taxable return of capital may reduce your tax basis in your Fund shares.

      This information is only a summary of certain federal tax information
about your investment.  More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.


APPENDIX TO PROSPECTUS OF 
OPPENHEIMER BOND FUND


      Graphic material included in Prospectus of Oppenheimer Bond Fund:
"Comparison of Total Return of Oppenheimer Bond Fund and The Lehman
Brothers Corporate Bond Index - Change in Value of a $10,000 Hypothetical
Investment"

      Linear graphs will be included in the Prospectus of Oppenheimer Bond
Fund (the "Fund") depicting the initial account value and subsequent
account value of a hypothetical $10,000 in the Fund.  In the case of the
Fund's Class A shares, that graph will cover each of the Fund's fiscal
years since the inception of the class on April 15, 1988 through December
31, 1995, in the case of Class B shares the graph will cover the period
from the inception of the class on May 1, 1993 through December 31, 1995
and in the case of Class C shares the graph will cover the period from
inception on July 11, 1995 through December 31, 1995.  The graphs will
compare such values with the same investments over the same time periods
with The Lehman Brothers Corporate Bond Index.  Set forth below are the
relevant data points that will appear on the linear graphs.  Additional
information with respect to the foregoing, including a description of The
Lehman Brothers Corporate Bond Index, is set forth in the Prospectus under
"Performance of the Fund -- Comparing the Fund's Performance to the
Market"  



                                             Lehman Brothers
Fiscal Year              Oppenheimer                  Corporate
(Period) Ended           Bond Fund A                  Bond Index
                                                
04/15/88                 $9,525                       $10,000
12/31/88                 $9,952                       $10,368
12/31/89                 $11,077                      $11,885
12/31/90                 $11,602                      $12,759
12/31/91                 $13,723                      $15,170
12/31/92                 $14,653                      $16,392
12/31/93                 $16,163                      $18,310
12/31/94                 $15,538                      $17,530
12/31/95                 $18,169                      $21,429

                                                      Lehman Brothers
Fiscal Year              Oppenheimer                  Corporate
(Period) Ended           Bond Fund B(1)               Bond Index

05/01/93                 $10,000                      $10,000
12/31/93                 $10,391                      $10,503
12/31/94                 $ 9,920                      $10,056
12/31/95                 $11,216                      $12,292

                                                      Lehman Brothers
Fiscal Year              Oppenheimer                  Corporate
(Period) Ended           Bond Fund C(2)               Bond Index

07/11/95                 $10,000                      $10,000
12/31/95                 $10,276                      $11,348



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


(1)   Class B shares of the Fund were first publicly offered on May 1,         
1993.
(2)   Class C shares of the Fund were first publicly offered on July 11,
      1995.

APPENDIX A

Special Sales Charge Arrangements for Shareholders of the Fund
Who Were Shareholders of the Former Quest for Value Funds 


      The initial and contingent deferred sales charge rates and waivers
for Class A, Class B and Class C shares of the Fund described elsewhere
in this Prospectus are modified as described below for those shareholders
of (i) Quest for Value Fund, Inc., Quest for Value Growth and Income Fund,
Quest for Value Opportunity Fund, Quest for Value Small Capitalization
Fund and Quest for Value Global Equity Fund, Inc. on November 24, 1995,
when OppenheimerFunds, Inc. became the investment adviser to those funds,
and (ii) Quest for Value U.S. Government Income Fund, Quest for Value
Investment Quality Income Fund, Quest for Value Global Income Fund, Quest
for Value New York Tax-Exempt Fund, Quest for Value National Tax-Exempt
Fund and Quest for Value California Tax-Exempt Fund when those funds
merged into various Oppenheimer funds on November 24, 1995.  The funds
listed above are referred to in this Prospectus as the "Former Quest for
Value Funds."  The waivers of initial and contingent deferred sales
charges described in this Appendix apply to shares of the Fund (i)
acquired by such shareholder pursuant to an exchange of shares of one of
the Oppenheimer funds that was one of the Former Quest for Value Funds or
(ii) received by such shareholder pursuant to the merger of any of the
Former Quest for Value Funds into an Oppenheimer fund on November 24,
1995.

Class A Sales Charges


- - Reduced Class A Initial Sales Charge Rates for Certain Former Quest
Shareholders

- - Purchases by Groups, Associations and Certain Qualified Retirement
Plans. The following table sets forth the initial sales charge rates for
Class A shares purchased by a "Qualified Retirement Plan" through a single
broker, dealer or financial institution, or by members of "Associations"
formed for any purpose other than the purchase of securities if that
Qualified Retirement Plan or that  Association purchased shares of any of
the Former Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995.  For this purpose
only, a "Qualified Retirement Plan" includes any 401(k) plan, 403(b) plan,
and SEP/IRA or IRA plan for employees of a single employer. 




                              Front-End   Front-End         
                              Sales       Sales             Commission
                              Charge      Charge            as
                              as a        as a              Percentage
Number of                     Percentage  Percentage        of
Eligible Employees            of Offering of Amount         Offering
or Members                    Price       Invested          Price 
                                                                                                           
 9 or fewer                   2.50%       2.56%             2.00%
                                                                                                                
At least 10 but not
 more than 49                 2.00%       2.04%             1.60%



      For purchases by Qualified Retirement plans and Associations having
50 or more eligible employees or members, there is no initial sales charge
on purchases of Class A shares, but those shares are subject to the Class
A contingent deferred sales charge described on pages ___ to ___ of this
Prospectus.  

      Purchases made under this arrangement qualify for the lower of the
sales charge rate in the table based on the number of eligible employees
in a Qualified Retirement Plan or members of an Association or the sales
charge rate that applies under the Rights of Accumulation described above
in the Prospectus.  In addition, purchases by 401(k) plans that are
Qualified Retirement Plans qualify for the waiver of the Class A initial
sales charge if they qualified to purchase shares of any of the Former
Quest For Value Funds by virtue of projected contributions or investments
of $1 million or more each year.  Individuals who qualify under this
arrangement for reduced sales charge rates as members of Associations, or
as eligible employees in Qualified Retirement Plans also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Fund's Distributor.

- -  Special Class A Contingent Deferred Sales Charge Rates  

Class A shares of the Fund issued in the reorganization on November 24,
1995 for shares of Quest For Value Investment Quality Income Fund that
were subject to a contingent deferred sales charge, will be subject to a
contingent deferred sales charge at the following rates:  if they are
redeemed within 18 months of the end of the calendar month in which they
were purchased, at a rate equal to 1.0% if the redemption occurs within
12 months of their initial purchase and at a rate of 0.50 of 1.0% if the
redemption occurs in the subsequent six months.  This contingent deferred
sales charge rate also applies to shares of the Fund purchased by exchange
of shares of other Oppenheimer funds that were acquired as a result of the
merger of Former Quest for Value Funds into those Oppenheimer funds, and
which shares were subject to a Class A contingent deferred sales charge
prior to November 24, 1995.  Class A shares of any of the Former Quest for
Value Funds purchased without an initial sales charge on or before
November 22, 1995 will continue to be subject to the applicable contingent
deferred sales charge in effect as of that date as set forth in the then-
current prospectus for such fund.

- -  Waiver of Class A Sales Charges for Certain Shareholders  

Class A shares of the Fund purchased by the following investors are not
subject to any Class A initial or contingent deferred sales charges:

      - Shareholders of the Fund who were shareholders of the AMA Family
of Funds on February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family of Funds.


      - Shareholders of the Fund who acquired shares of any Former Quest
for Value Fund by merger of any of the portfolios of the Unified Funds.

- -  Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions  

The Class A contingent deferred sales charge will not apply to redemptions
of Class A shares of the Fund purchased by the following investors who
were shareholders of any Former Quest for Value Fund:

      - Investors who purchased Class A shares from a dealer that is or was
not permitted to receive a sales load or redemption fee imposed on a
shareholder with whom that dealer has a fiduciary relationship under the
Employee Retirement Income Security Act of 1974 and regulations adopted
under that law.

      - Participants in Qualified Retirement Plans that purchased shares
of any of the Former Quest For Value Funds pursuant to a special
"strategic alliance" with the distributor of those funds.  The Fund's
Distributor will pay a commission to the dealer for purchases of Fund
shares as described above in "Class A Contingent Deferred Sales Charge." 
 

Class A, Class B and Class C Contingent Deferred Sales Charge Waivers

- -  Waivers for Redemptions of Shares Purchased Prior to March 6, 1995  

In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, B or C shares of the Fund acquired by
merger of a Former Quest for Value Fund into the Fund or by exchange from
an Oppenheimer fund that was a Former Quest for Value Fund or into which
such fund merged, if those shares were purchased prior to March 6, 1995:
in connection with (i) distributions to participants or beneficiaries of
plans qualified under Section 401(a) of the Internal Revenue Code or from
custodial accounts under  Section 403(b)(7) of the Code, Individual
Retirement Accounts, deferred compensation plans under Section 457 of the
Code, and other employee benefit plans, and returns of excess
contributions made to each type of plan, (ii) withdrawals under an
automatic withdrawal plan holding only either Class B or C shares if the
annual withdrawal does not exceed 10% of the initial value of the account,
and (iii) liquidation of a shareholder's account if the aggregate net
asset value of shares held in the account is less than the required
minimum value of such accounts. 

- -  Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995.  

In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, B or C shares of the Fund acquired by
merger of a Former Quest for Value Fund into the Fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which
such fund merged, if those shares were purchased on or after March 6,
1995, but prior to November 24, 1995:  (1) distributions to participants
or beneficiaries from Individual Retirement Accounts under Section 408(a)
of the Internal Revenue Code or retirement plans under Section 401(a),
401(k), 403(b) and 457 of the Code, if those distributions are made either
(a) to an individual participant as a result of separation from service
or (b) following the death or disability (as defined in the Code) of the
participant or beneficiary; (2) returns of excess contributions to such
retirement plans; (3) redemptions other than from retirement plans
following the death or disability of the shareholder(s) (as evidenced by
a determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan (but
only for Class B or C shares) where the annual withdrawals do not exceed
10% of the initial value of the account; and (5) liquidation of a
shareholder's account if the aggregate net asset value of shares held in
the account is less than the required minimum account value.  A
shareholder's account will be credited with the amount of any contingent
deferred sales charge paid on the redemption of any Class A, B or C shares
of the Fund described in this section if within 90 days after that
redemption, the proceeds are invested in the same Class of shares in this
Fund or another Oppenheimer fund. 

Special Dealer Arrangements

Dealers who sold Class B shares of a Former Quest for Value Fund to Quest
for Value prototype 401(k) plans that were maintained on the TRAC-2000
recordkeeping system and that were transferred to an OppenheimerFunds
prototype 401(k) plan shall be eligible for an additional one-time payment
by the Distributor of 1% of the value of the plan assets transferred, but
that payment may not exceed $5,000 as to any one plan. 

Dealers who sold Class C shares of a Former Quest for Value Fund to Quest
for Value prototype 401(k) plans that were maintained on the TRAC-2000
recordkeeping system and (i) the shares held by those plans were exchanged
for Class A shares, or (ii) the plan assets were transferred to an
OppenheimerFunds prototype 401(k) plan, shall be eligible for an
additional one-time payment by the Distributor of 1% of the value of the
plan assets transferred, but that payment may not exceed $5,000. 



APPENDIX B


Special Sale Charge Arrangements for Fund Shareholders of the Fund Who
Were Shareholders of the Former Connecticut Mutual Investment Accounts,
Inc.

      The initial and contingent sales charge rates and waivers for Class
A and Class B shares described elsewhere in this Prospectus are modified
as described below for those shareholders of the Fund who were
shareholders of Connecticut Mutual Investment Accounts, Inc. on March 17,
1996 ("former CMIA shareholders").

- -     Prior Class A CDSC and Class A Sales Charge Waivers

      -     Class A Contingent Deferred Sales Charge.  Certain former CMIA
shareholders are entitled to continue to make additional purchases of
Class A shares of the Fund at net asset value without the Class A initial
sales charge, but subject to the Class A contingent deferred sales charge
that was in effect prior to March 18, 1996 (the "prior Class A CDSC"). 
Under the prior Class A CDSC, if any of those shares are redeemed within
one year of purchase, they will be assessed a 1% contingent deferred sales
charge on an amount equal to the current market value or the original
purchase price of the shares sold, whichever is smaller (in such
redemptions, any shares not subject to the prior Class A CDSC will be
redeemed first).

      Those former CMIA shareholders who are eligible for the prior Class
A CDSC are: (1) persons whose purchases of Class A shares of the former
CMIA funds were $500,000 prior to March 18, 1996, as a result of direct
purchases or purchases pursuant to the CMIA funds' policies on Combined
Purchases or Rights of Accumulation, who still hold those shares in any
of the Oppenheimer funds, and (2) persons whose intended purchases under
a Statement of Intention entered into prior to March 18, 1996, with the
CMIA funds' former general distributor to purchase shares valued at
$500,000 or more over a 13-month period entitled those persons to purchase
shares at net asset value without being subject to the Class A initial
sales charge.

      Class A shares of the former CMIA funds that were purchased at net
asset value prior to March 18, 1996, remain subject to the prior Class A
CDSC.  If any additional Class A shares are purchased by those
shareholders at net asset value pursuant to this arrangement they will be
subject to the prior Class A CDSC.

      -     Class A Sales Charge Waivers. Additional Class A shares of the
Fund may be purchased without a sales charge by a person who was in one
or more of the categories described below and acquired Class A shares of
the CMIA funds prior to March 18, 1996 and still holds Class A shares of
any Oppenheimer funds: (1) any purchaser, provided the total initial
amount invested in the former CMIA funds totaled $500,000 or more,
including investments made pursuant to the Combined Purchases, Statement
of Intention and Rights of Accumulation features available at the time of
the initial purchase and such investment is still held in one or more of
the Oppenheimer funds; (2) any participant in a qualified plan, provided
that the total initial amount invested by the plan in any one or more of
the former CMIA funds totaled $500,000 or more; (3) Directors of the
former CMIA funds and members of their immediate families; (4) employee
benefit plans sponsored by Connecticut Mutual Financial Services, L.L.C.
("CMFS"), the CMIA funds' prior distributor, and its affiliated companies;
(5) one or more members of a group of a least 1,000 persons (and persons
who are retirees from such group) engaged in a common business,
profession, civic or charitable endeavor or other activity, and the
spouses and minor dependent children of such persons, pursuant to a
marketing program between CMFS and such group; (6) any holder of a
variable annuity contract issued in New York State by Connecticut Mutual
Life Insurance Company through the Panorama Separate Account which was
beyond the applicable surrender charge period and which was used to fund
a qualified plan, if that holder exchanges the variable annuity contract
for Class A shares of the Fund; and (7) an institution acting as a
fiduciary on behalf of an individual or individuals, if such institution
was directly compensated by the individual(s) for recommending the
purchase of the shares of the CMIA funds, provided the institution had an
agreement with CMFS.  Purchases of Class A shares made pursuant to (1) and
(2) above may be subject to the applicable Class A CDSC.

- -     Class A and Class B Contingent Deferred Sales Charge Waivers

      In addition to the waivers set forth above under the caption "How to
Buy Shares," the contingent deferred sales charge will be waived for
redemptions of Class A and Class B shares of the Fund and acquired through
the reorganization of the Connecticut Mutual Income Account Series of CMIA
with the Fund and the shares of that series were acquired prior to March
18, 1996, (ii) were acquired by exchange from another CMIA fund and the
shares of that fund were purchased prior to March 18, 1996 and (iii) were
exchanged or redeemed in the following cases:

      (1)   by the estate of the deceased shareholder; (2) upon the
disability of the shareholder, as defined in Section 72(m)(7) of the
Internal Revenue Code of 1986, as amended (Code); (3) for retirement
distributions (or loans) to participants or beneficiaries from retirement
plans qualified under Sections 401(a) or 403(b)(7) of the Code, or from
IRAs, deferred compensation plans created under Section 457 of the Code,
or other employee benefit plans; (4) in whole or in part, in connection
with shares sold by any state, county, or city, or any instrumentality,
department, authority, or agency thereof, that is prohibited by applicable
investment laws from paying a sales charge or commission in connection
with the purchase of shares of any registered investment management
company; (5) in connection with the former CMIA fund's right to
involuntarily redeem or liquidate a Fund; (6) in connection with automatic
redemptions of Class A shares and Class B shares in certain retirement
plan accounts pursuant to an Automatic Withdrawal Plan but limited to no
more than 12% of the original value annually; and (7) as involuntary
redemptions of shares by operation of law, or under procedures set forth
in the former CMIA fund's Articles of Incorporation, or as adopted by the
Board of Directors of the former CMIA funds.



Oppenheimer Bond Fund
3410 South Galena Street
Denver, Colorado 80231
1-800-525-7048

Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203

Distributor             
OppenheimerFunds Distributor, Inc.        
Two World Trade Center              
New York, New York 10048-0203

Transfer and Shareholder Servicing Agent              
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

Custodian of Portfolio Securities
The Bank of New York
One Wall Street
New York, New York 10015

Independent Auditors                
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Myer, Swanson Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information,
and if given or made, such information and representations must not be
relied upon as having been authorized by the Fund, OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc., or any affiliate thereof. This
Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such offer in such state. 

PR0285.001.0496 *Printed on recycled paper


                              OPPENHEIMER INTEGRITY FUNDS
                 3410 SOUTH GALENA STREET, DENVER, COLORADO 80231-5099
                                    1-800-525-7048

                                        PART B

                          STATEMENT OF ADDITIONAL INFORMATION
                                   October 18, 1996
                          ___________________________________

      This Statement of Additional Information of Oppenheimer Bond Fund
consists of this cover page and the following documents:

1. Statement of Additional Information of Oppenheimer Bond Fund dated
April 1, 1996, previously filed with Registration Statement of Oppenheimer
Integrity Funds on Form N-14, 10/13/96, and incorporated herein by
reference.

2. Oppenheimer Bond Fund's Annual Report as of December 31, 1995,
previously filed with Registration Statement of Oppenheimer Integrity
Funds on Form N-14, 10/13/96, and incorporated herein by reference. 

3. Oppenheimer Bond Fund's Semi-Annual Report as of June 30, 1996,
previously filed with Registration Statement of Oppenheimer Integrity
Funds on Form N-14, 10/13/96, and incorporated herein by reference. 

4. (a) Prospectus of Jefferson Pilot Family of Funds dated May 1, 1996, 
previously filed with Registration Statement of Oppenheimer Integrity
Funds on Form N-14, 10/13/96, and incorporated herein by reference. 

   (b) Supplement to Prospectus of Jefferson Pilot Family of Funds dated
October 8, 1996, filed herewith and incorporated herein by reference.

5. Statement of Additional Information of Jefferson-Pilot Investment Grade
Oppenheimer Fund, Inc., previously filed with Registration Statement of
Oppenheimer Integrity Funds on Form N-14, 10/13/96, and incorporated
herein by reference. 

6. Jefferson Pilot Family of Funds Annual Report as of December 31, 1995, 
previously filed with Registration Statement of Oppenheimer Integrity
Funds on Form N-14, 10/13/96, and incorporated herein by reference. 

7. Jefferson Pilot Family of Funds Semi-Annual Report as of June 30, 1996,
previously filed with Registration Statement of Oppenheimer Integrity
Funds on Form N-14, 10/13/96, and incorporated herein by reference. 

      This Statement of Additional Information (the "Statement of
Additional Information") is not a Prospectus.  This Statement of
Additional Information should be read in conjunction with the Proxy
Statement and Prospectus, which may be obtained by written request to
OppenheimerFunds Services ("OFS"), P.O. Box 5270, Denver, Colorado 80217,
or by calling OFS at the toll-free number shown above.



JEFFERSON-PILOT INVESTMENT GRADE BOND FUND, INC.

SUPPLEMENT DATED OCTOBER 8, 1996
TO PROSPECTUS DATED MAY 1, 1996


Please read this Supplement carefully and retain it for future reference.

On September 24, 1996, Jefferson-Pilot Corporation ("JPC") and
OppenheimerFunds, Inc. signed an acquisition agreement pursuant to which
OppenheimerFunds, Inc. will, subject to certain conditions, purchase
substantially all of the assets of JP Investment Management Company,
investment adviser to Jefferson-Pilot Investment Grade Bond Fund, Inc.
(the "Fund") and a wholly-owned subsidiary of JPC.  In connection with
this acquisition, the Board of Directors of the Fund recently met to
consider a proposed Reorganization Agreement pursuant to which the Fund
would be acquired by and reorganized into the Oppenheimer Bond Fund ("Bond
Fund"), a series of Oppenheimer Integrity Funds, which is managed by
OppenheimerFunds, Inc.  The Board determined that it is in the best
interests of the Fund and the Fund's shareholders that the Fund reorganize
with Bond Fund and unanimously approved the terms of the Reorganization
Agreement and the reorganization transactions to which it relates.  The
Fund's Board of Directors also determined to recommend to the Fund's
shareholders that they approve the Reorganization Agreement.

The Reorganization Agreement will provide for the transfer of
substantially all the assets of the Fund to Bond Fund in exchange for the
issuance of Class A shares of Bond Fund; the distribution of such shares
of Bond Fund to the shareholders of the Fund in liquidation of the Fund;
and the cancellation of the outstanding shares of the Fund.  As a result
of the proposed reorganization, each shareholder of the Fund would likely
receive that number of shares of Class A shares of Bond Fund having an
aggregate net asset value equal to the net asset value of such
shareholder's shares of the Fund.   No sales charge would be imposed on
the Bond Fund Class A shares received by the Fund's shareholders in the
reorganization.  The reorganization is contemplated to be tax-free, and
the Fund will request an opinion of tax counsel to that effect.

Unless otherwise determined by the Fund's Board of Directors, a meeting
of the Fund's shareholders is expected to be held on December 3, 1996 to
consider the Reorganization Agreement and the reorganization transactions
to which it relates.  The affirmative vote of a majority of the Fund's
outstanding shares is required to approve the Reorganization Agreement and
the related transactions.  There can be no assurance that the Fund's
shareholders will approve the Reorganization Agreement.  Details about the
Reorganization Agreement and the reorganization transactions to which it
relates will be contained in a proxy statement and other soliciting
materials to be sent to Fund shareholders of record on October 10, 1996. 
Persons who first acquire shares of the Fund after this date will not be
entitled to vote on the Reorganization Agreement.