PSP 497(E) BOND FUND

497 1 psp497e28502.htm PSP 497(E) BOND FUND 2002 PSP 497(E) BOND FUND

Oppenheimer
Bond Fund

Prospectus dated April 30, 2002

Oppenheimer Bond Fund is a mutual fund that seeks a
high level of current income. It invests primarily in
investment-grade debt securities and U.S. government
securities.
This Prospectus contains important information
about the Fund's objective, and its investment
policies, strategies and risks. It also contains
important information about how to buy and sell shares
of the Fund and other account features. Please read
this Prospectus carefully before you invest and keep it
for future reference about your account.
As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved the Fund's
securities nor has it determined that this Prospectus is
accurate or complete. It is a criminal offense to
represent otherwise.

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CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
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

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks a high level of current income by investing mainly in debt instruments.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests at least 65% of its total assets in investment-grade debt securities, U.S.
government securities and money market instruments, under normal market conditions. Those investment-grade debt securities can
include:

o domestic and foreign corporate debt obligations,
o domestic and foreign government bonds,
o mortgage-related securities (including collateralized mortgage obligations ("CMOs")) issued by private issuers, and
o other debt obligations.

In general, these debt securities are referred to as "bonds." The Fund's investments in U.S. government securities include
securities issued or guaranteed by the U.S. government or its agencies or federally-chartered corporate entities referred to as
"instrumentalities." These include mortgage-related U.S. government securities and CMOs.

There is no set allocation of the Fund's assets among the classes of securities the Fund buys to meet the 65%
investment-grade securities requirement, but currently the Fund focuses mainly on U.S. government securities and investment-grade
debt securities. However, if market conditions change, the Fund's portfolio managers might change the relative allocation of the
Fund's assets. Effective July 31, 2002, the Fund will invest at least 80% of its net assets (plus borrowings) in debt securities.

The Fund has no limitations on the range of maturities of the debt securities in which it can invest and therefore may hold
bonds with short-, medium- or long-term maturities. The Fund can invest up to 35% of its total assets in high-yield debt securities
that are below investment grade (commonly referred to as "junk bonds"). These investments are more fully explained in "About the
Fund's Investments," below.

HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL? In selecting securities for the Fund, the Fund's portfolio
managers analyze the overall investment opportunities and risks in different sectors of the debt securities markets by focusing on
business cycle analysis and relative values between the corporate and government sectors. The portfolio managers' overall strategy is
to build a broadly diversified portfolio of corporate and government bonds. The portfolio managers currently focus on the factors
below (which may vary in particular cases and may change over time), looking for:

o Debt securities in market sectors that offer attractive relative value,
o Investment-grade securities that offer more income than U.S. treasury obligations with a good balance of risk and return,
o High income potential from different types of corporate and government securities, and
o Broad portfolio diversification to help reduce the volatility of the Fund's share prices.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking high current income from a fund that invests primarily in
investment-grade debt securities but which can also hold high-yield debt securities below investment grade to seek higher income.
Those investors should be willing to assume the credit risks of a fund that typically invests a significant amount of its assets in
corporate-debt securities, and the changes in share prices that can occur when interest rates change. The Fund is intended as a
long-term investment, not a short-term trading vehicle, and may be appropriate for a part of an investor's retirement plan portfolio.
The Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments are subject to changes in value from a number of factors described
below. They include changes in general bond market movements in the U.S. and abroad (this is referred to as "market risk"). There is
also the risk that poor security selection by the Fund's investment Manager, OppenheimerFunds, Inc., will cause the Fund to
underperform other funds having similar objectives.

Credit Risk. Debt securities are subject to credit risk. Credit risk is the risk that the issuer of a debt security might not make
interest and principal payments on the security as they become due. A downgrade in an issuer's credit rating or other adverse news
about an issuer can reduce the value of that issuer's securities. Securities directly issued by the U.S. Treasury and certain
agencies that are backed by the full faith and credit of the U.S. government have little credit risk, and securities issued by other
agencies of the U.S. government generally have low credit risks. Securities issued by private issuers have greater credit risks. If
an issuer fails to pay interest, the Fund's income may be reduced. If an issuer fails to repay principal, the value of that security
and of the Fund's shares may be reduced.

o Special Risks of Lower-Grade Securities. Because the Fund can invest up to 35% of its total assets in securities (including
convertible securities) below investment grade to seek higher income, the Fund's credit risks are greater than those of
funds that buy only investment-grade securities. Lower-grade debt securities may be subject to greater market fluctuations
and greater risks of loss of income and principal than investment-grade debt securities. Securities that are (or that have
fallen) below investment grade are exposed to a greater risk that the issuers of those securities might not meet their debt
obligations. Those risks can reduce the Fund's share prices and the income it earns. The market for lower-grade securities
may be less liquid, especially during times of economic distress, and therefore they may be harder to value or to sell at an
acceptable price.

Interest Rate Risks. Debt securities are subject to changes in value when prevailing interest rates change. When interest rates fall,
the values of outstanding debt securities generally rise. When interest rates rise, the values of outstanding debt securities
generally fall, and those securities may sell at a discount from their face amount. The magnitude of these fluctuations is generally
greater for securities having longer maturities than for short-term securities. However, interest rate changes may have different
effects on the values of mortgage-related securities because of prepayment risks, discussed below.

At times, the Fund may buy longer-term debt securities to seek higher income. When the average maturity of the Fund's
portfolio is longer, its share prices may fluctuate more when interest rates change. The Fund can buy zero-coupon or "stripped"
securities, which are particularly sensitive to interest rate changes and the rate of principal payments (and prepayments). These are
derivative securities that have prices that may go up or down more than other types of debt securities in response to interest rate
changes. 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 investments. Also, if interest rates fall, the Fund's investments in new securities at lower yields will reduce the Fund's
income.

Prepayment Risk. Mortgage-related securities are subject to the risks of unanticipated prepayment. The risk is that when interest
rates fall, borrowers under the mortgages that underlie these securities will prepay their mortgages more quickly than expected,
causing the issuer of the security to pay the principal to the Fund prior to the security's expected maturity. The Fund may be
required to reinvest the proceeds at a lower interest rate, reducing its income. Mortgage-related securities subject to prepayment
risk generally offer less potential for gains when prevailing interest rates fall and have greater potential for loss when prevailing
interest rates rise. The impact of prepayments on the price of a security may be difficult to predict and may increase the volatility
of the price. If the Fund buys mortgage-related securities at a premium, accelerated prepayments on those securities could cause the
Fund to lose a portion of its principal investment represented by the premium.

If interest rates rise rapidly, prepayments of mortgages may occur at a slower rate than expected, and the expected maturity
of short- or medium-term mortgage-related securities could lengthen as a result. That could cause their values to fluctuate more, and
the prices of the Fund's shares, to fluctuate more and to fall.

risks of Using Derivative Investments. The Fund can use derivatives to seek increased returns or to try to hedge investment risks. In
general terms, a derivative investment is an investment contract whose value depends on (or is derived from) the value of an
underlying asset, interest rate or index. Options, futures, interest-only and principal-only securities, structured notes,
interest-rate swap agreements and mortgage-related securities are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund can lose money on the investment. Also, the underlying
security or investment on which the derivative is based, and the derivative itself, may not perform the way the Manager expected it
to perform. If that happens, the Fund's share prices could fall and the Fund could get less income than expected, or its hedge might
be unsuccessful. Some derivatives may be illiquid, making it difficult to value or to sell them at an acceptable price. The Fund has
limits on the amount of certain types of derivatives it can hold. However, using derivatives can cause the Fund to lose money on its
investments and/or increase the volatility of its share prices.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the overall risk profile of the Fund, and can affect the
value of the Fund's investments, its investment performance and the prices of its shares. Particular investments and investment
strategies also have risks. These risks mean that you can lose money by investing in the Fund. When you redeem your shares, they may
be worth more or less than what you paid for them. The share price of the Fund will change daily based on changes in interest rates,
market prices of securities and market conditions, and in response to other economic events. There is no assurance that the Fund will
achieve its investment objective.

Debt securities are subject to market, credit and interest rate risks that can affect their values and the share prices of
the Fund. Prepayment risks of mortgage-backed securities can cause the Fund to reinvest proceeds of its investments in lower-yielding
securities. In the OppenheimerFunds spectrum, the Fund generally has more risks than bond funds that focus primarily on U. S.
government securities, but the Fund's emphasis on investment-grade securities may make its share prices less volatile than high-yield
bond funds or funds that focus on foreign bonds.

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An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other government agency.
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The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund, by showing changes in the Fund's performance
(for its Class A shares) from year to year for the last 10 calendar years and by showing how the average annual total returns of the
Fund's shares, both before and after taxes, compare to those of a broad-based market index. The after-tax returns are shown for Class
A shares only and are calculated using the historical highest individual federal marginal income tax rates in effect during the
periods shown, and do not reflect the impact of state or local taxes. The after-tax returns for the other classes of shares will
vary. The after-tax returns are calculated based on certain assumptions mandated by regulation and your actual after-tax returns may
differ from those shown, depending on your individual tax situation. The after-tax returns set forth below are not relevant to
investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or IRAs or to institutional investors not
subject to tax. The Fund's past investment performance, before and after taxes, is not necessarily an indication of how the Fund will
perform in the future.

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

[See appendix to prospectus for data in bar chart showing annual total returns]

For the period from 1/1/2002 through 3/31/2002, the cumulative return (not annualized) of Class A shares was -0.42%.
Sales charges and taxes are not included in the calculations of return in this bar chart, and if those charges were included, the
returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized) for a calendar quarter was 6.24% (2Qtr '95) and the
lowest return (not annualized) for a calendar quarter was -3.16% (1Qtr '94).

--------------------------------------------- ------------------------- ------------------------- -------------------------
1 Year 5 Years 10 Years
Average Annual Total Returns (or life of class, if (or life of class, if (or life of class, if
for the periods ended December 31, 2001 less) less) less)
--------------------------------------------- ------------------------- ------------------------- -------------------------
--------------------------------------------- ------------------------- ------------------------- -------------------------
Class A Shares (inception 4/15/88)
Return Before Taxes 1.96% 4.29% 5.53%
Return After Taxes on Distributions -0.92% 1.43% 2.76%
Return After Taxes on Distributions and 1.16% 1.98% 3.03%
Sale of Fund Shares
--------------------------------------------- ------------------------- ------------------------- -------------------------
Lehman Brothers Corporate Bond Index
(reflects no deduction for fees, expenses 10.40% 7.22% 7.68%1
or taxes)
--------------------------------------------- ------------------------- ------------------------- -------------------------
Class B Shares (inception 5/3/93) 1.17% 4.21% 4.94%
--------------------------------------------- ------------------------- ------------------------- -------------------------
Class C Shares (inception 7/11/95) 5.15% 4.52% 4.70%
--------------------------------------------- ------------------------- ------------------------- -------------------------
--------------------------------------------- ------------------------- ------------------------- -------------------------
Class N Shares (inception 3/1/01) 2.21%2 N/A N/A
--------------------------------------------- ------------------------- ------------------------- -------------------------
--------------------------------------------- ------------------------- ------------------------- -------------------------
Class Y Shares (inception 4/27/98) 7.30% 4.69% N/A
--------------------------------------------- ------------------------- ------------------------- -------------------------
1. From 12/31/91.
2. Total returns for Class N shares are cumulative and are not annualized.
The Fund's average annual total returns include the applicable sales charge: for Class A, the current maximum initial sales charge of
4.75%; for Class B, the contingent deferred sales charge of 5% (1-year) and 2% (5 years); and for Class C and Class N, the 1%
contingent deferred sales charge for the 1-year period for Class C shares and life-of-class period for Class N shares. Because Class
B shares convert to Class A shares 72 months after purchase, Class B "life-of-class" performance does not include any contingent
deferred sales charge and uses Class A performance for the period after conversion. There is no sales charge for Class Y shares. The
Fund's returns measure the performance of a hypothetical account and assume that all dividends and capital gains distributions have
been reinvested in additional shares. The performance of the Fund's Class A shares is compared to the Lehman Brothers Corporate Bond
Index, which measures the performance of non-convertible investment-grade domestic corporate debt securities. The index performance
includes the reinvestment of income but does not reflect transaction costs. The Fund's investments vary from the securities in the
index.

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for management of its assets, administration, distribution of its shares and other
services. Those expenses are subtracted from the Fund's assets to calculate the Fund's net asset values per share. All shareholders
therefore pay those expenses indirectly. Shareholders pay other expenses directly, such as sales charges and account transaction
charges. The following tables are provided to help you understand the fees and expenses you may pay if you buy and hold shares of the
Fund. The numbers below are based on the Fund's expenses during its fiscal year ended December 31, 2001, as restated to reflect the
reduction in Management Fees and the change in Distribution and/or Service (12b-1) Fees for Class N.

Shareholder Fees (charges paid directly from your investment):

--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Maximum Sales Charge (Load) on 4.75% None None None None
Purchases (as % of offering price)
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Maximum Deferred Sales Charge
(Load) (as % of the lower of the None1 5%2 1%3 1%4 None
original offering price or
redemption proceeds)
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
1. A contingent deferred sales charge may apply to redemptions of investments of $1 million or more ($500,000 for certain retirement
plan accounts) of Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent deferred sales charge declines to 1% in the sixth year and is
eliminated after that.
3. Applies to shares redeemed within twelve (12) months of purchase.
4. Applies to shares redeemed within eighteen (18) months of retirement plan's first purchase.
Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Management Fees 0.58% 0.58% 0.58% 0.58% 0.58%
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Distribution and/or Service (12b-1) Fees 0.25% 1.00% 1.00% 0.50% None
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Other Expenses 0.25% 0.26% 0.25% 0.27% 0.21%
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Total Annual Operating Expenses 1.08% 1.84% 1.83% 1.35% 0.79%
--------------------------------------------- -------------- ------------ ------------ ------------- --------------
Effective January 1, 2002, the Management Fee rate has been reduced as described in "How the Fund is Managed - The Manager - Advisory
Fees." Prior to such change, Management Fees were 0.73% of average annual net assets for each Class. Accordingly, the Management Fees
and Total Annual Operating Expenses set forth above have been restated to reflect the reduced fees. Effective November 1, 2001, the
Distribution and/or Service (12b-1) Fees for Class N shares increased from 0.25% to 0.50%. For the period from March 1, 2001 when
Class N shares were first offered until the Fund's fiscal year-end of December 31, 2001, the Class N shares "Distribution and/or
Service (12b-1) Fees" and "Total Annual Operating Expenses" were 0.37% and 1.37%, respectively.

"Other Expenses" include transfer agent fees, custodial expenses, and accounting and legal expenses the Fund pays.
The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if the transfer agent had not
waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees to 0.25% per annum for Class Y shares and
0.35% per annum for all other classes. After the waiver, the actual "Other Expenses" and "Total Annual Operating Expenses" as
percentages of average daily net assets were 0.19% and 0.77%, respectively, for Class Y shares. Expenses may vary in future years.

Examples. The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in
other mutual funds. The examples assume that you invest $10,000 in a class of shares of the Fund for the time periods indicated and
reinvest your dividends and distributions.

The first example assumes that you redeem all of your shares at the end of those periods. The second example assumes that
you keep your shares. Both examples also assume that your investment has a 5% return each year and that the class's operating
expenses remain the same. Your actual costs may be higher or lower because expenses will vary over time. Based on these assumptions
your expenses would be as follows:

---------------------------------- --------------------- -------------------- ------------------- -------------------
If shares are redeemed:            1 Year                3 Years              5 Years             10 Years1
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class A Shares                     $580                  $802                 $1,042              $1,730
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class B Shares                     $687                  $879                 $1,196              $1,777
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class C Shares                     $286                  $576                 $990                $2,148
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class N Shares                     $237                  $428                 $739                $1,624
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class Y Shares                     $81                   $252                 $439                $978
---------------------------------- --------------------- -------------------- ------------------- -------------------

---------------------------------- --------------------- -------------------- ------------------- -------------------
If shares are not redeemed:        1 Year                3 Years              5 Years             10 Years1
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class A Shares                     $580                  $802                 $1,042              $1,730
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class B Shares                     $187                  $579                 $996                $1,777
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class C Shares                     $186                  $576                 $990                $2,148
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class N Shares                     $137                  $428                 $739                $1,624
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------
Class Y Shares                     $81                   $252                 $439                $978
---------------------------------- --------------------- -------------------- ------------------- -------------------
In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C or Class N contingent
deferred sales charges. In the second example, the Class A expenses include the sales charge, but Class B, Class C and Class N
expenses do not include contingent deferred sales charges.  There are no sales charges on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses, because Class B shares automatically convert to Class A
shares after 6 years.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's portfolio among the different types of investments will vary
over time based upon the evaluation of economic and market trends. The Fund's portfolio might not always include all of the different
types of investments described below. The Statement of Additional Information contains more detailed information about the Fund's
investment policies and risks.

The Manager tries to reduce risks by carefully researching securities before they are purchased. The Fund attempts to reduce
its exposure to market risks by diversifying its investments, that is, by not holding a substantial amount of securities of any one
issuer and by not investing too great a percentage of the Fund's assets in any one company. Also, the Fund does not concentrate 25%
or more of its investments in any one industry.

However, changes in the overall market prices of securities and any income they may pay can occur at any time. The share
price and yield of the Fund will change daily based on changes in market prices of securities and market conditions, and in response
to other economic events.

In selecting debt securities and evaluating their yield potential and credit risk, the Manager does not rely solely on
ratings by rating organizations but evaluates business and economic factors affecting an issuer as well. The debt securities the Fund
buys may be rated by nationally recognized rating organizations such as Moody's Investors Service or Standard & Poor's Rating
Services, or they may be unrated securities assigned an equivalent rating by the Manager. "Investment-grade" rated securities are
those in the four highest rating categories of national ratings organizations. A description of those ratings definitions is included
in Appendix A to the Statement of Additional Information.

U.S. Government Securities. Not all of the U.S. government securities the Fund buys are backed by the full faith and credit of the
U.S. government as to payment of interest and repayment of principal. Some are backed by the right of the entity to borrow
from the U.S. Treasury. Others are backed only by the credit of the instrumentality. All of these different types of
securities described below are generally referred to as "U.S. government securities" in this Prospectus.
o U.S. Treasury Obligations. These include Treasury bills (having maturities of one year or less when issued), Treasury notes
(having maturities of more than one year and up to ten years when issued), and Treasury bonds (having maturities of more
than ten years when issued). Treasury securities are backed by the full faith and credit of the United States as to timely
payments of interest and repayments of principal. The Fund can buy U. S. Treasury securities that have been "stripped" of
their coupons and zero-coupon securities described below.
o Obligations Issued or Guaranteed by U.S. Government Agencies or Instrumentalities. These include direct obligations and
mortgage-related securities that have different levels of credit support from the U.S. government. Some are supported by the
full faith and credit of the U.S. government, such as Government National Mortgage Association ("Ginnie Mae") pass-through
mortgage certificates. Some are supported by the right of the issuer to borrow from the U.S. Treasury under certain
circumstances, such as Federal National Mortgage Association ("Fannie Mae") bonds. Others are supported only by the credit
of the entity that issued them, such as Federal Home Loan Mortgage Corporation ("Freddie Mac") obligations.
o Mortgage-Related U.S. Government Securities. These include interests in pools of residential or commercial mortgages, in the
form of CMOs and other "pass-through" mortgage securities. CMOs that are U.S. government securities have collateral to
secure payment of interest and principal. They may be issued in different series with different interest rates and
maturities. The collateral is either in the form of mortgage pass-through certificates issued or guaranteed by a U.S. agency
or instrumentality or mortgage loans insured by a U.S. government agency. The Fund can have substantial amounts of its
assets invested in mortgage-related U.S. government securities.
The prices and yields of CMOs are determined, in part, by assumptions about the cash flows from the rate of payments of the
underlying mortgages. Changes in interest rates may cause the rate of expected prepayments of those mortgages to change.
These prepayment risks can make the prices of CMOs very volatile when interest rates change. That volatility will affect the
Fund's share prices.
Other Debt Securities. While the Fund invests primarily in investment-grade debt securities, it is not required to dispose of debt
securities that fall below investment grade after the Fund buys them. However, the portfolio managers will monitor those
holdings to determine whether the Fund should sell them. While securities rated "Baa" by Moody's or "BBB" by S&P are
considered "investment grade," they have some speculative characteristics.
While investment-grade securities are subject to risks of non-payment of interest and principal, in general, higher-yielding
lower-grade bonds, whether rated or unrated, have greater risks than investment-grade securities. There may be less of a
market for them and therefore they may be harder to value and sell at an acceptable price. These risks can reduce the Fund's
share prices and the income it earns.
o Private-Issuer Securities. The Fund can invest in securities issued by private issuers that do not offer the credit backing
of the U.S. government. These include multi-class debt or pass-through certificates secured by mortgage loans. They may be
issued by banks, savings and loans, mortgage bankers or special trusts. The Fund can buy other types of asset-backed
securities collateralized by loans or other assets or receivables. Private-issuer mortgage-backed securities are subject to
the credit risks of the issuers (as well as the interest rate risks and prepayment risks discussed above). There is the risk
that private issuers may not make timely payment of interest or repay principal when due, although in some cases those
payment obligations may be supported by insurance or guarantees.
Foreign Securities. The Fund typically invests a portion of its assets in foreign debt securities, and it has no limit on the amount
of its assets that can be invested in foreign securities that are investment grade. The Fund can buy debt securities issued
by foreign governments or companies. The Fund can buy securities of governments and companies in both developed markets and
emerging markets. Debt securities issued or guaranteed by a foreign government or its agencies might not be backed by the
"full faith and credit" of the government.
The Fund's foreign debt investments can be denominated in U.S. dollars or in foreign currencies. The Fund will buy foreign
currency only in connection with the purchase and sale of foreign securities and not for speculation.
o Risks of Foreign Investing. While foreign securities offer special investment opportunities, there are also special risks
that can reduce the Fund's share prices and returns. The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that foreign currency. Currency rate changes can
also affect the distributions the Fund makes from the income it receives from foreign securities as foreign currency values
change against the U.S. dollar. Foreign investing can result in higher transaction and operating costs for the Fund. Foreign
issuers are not subject to the same accounting and disclosure requirements that U.S. companies are subject to.
The value of foreign investments may be affected by exchange control regulations, currency devaluation, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement of transactions, changes in governmental economic
or monetary policy in the U.S. or abroad, or other political and economic factors.
Portfolio Turnover. The Fund can engage in short-term trading to try to achieve its objective, and will likely have a high portfolio
turnover rate. Portfolio turnover increases the Fund's brokerage and transaction costs (and reduces the Fund's performance).
However, most of the Fund's portfolio transactions are principal trades that do not entail brokerage fees. If the Fund
realizes capital gains when it sells its portfolio investments, it must generally pay those gains out to shareholders,
increasing their taxable distributions. The Financial Highlights table at the end of this Prospectus shows the Fund's
portfolio turnover rates during recent fiscal years.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of Trustees can change non-fundamental investment policies
without shareholder approval, although significant changes will be described in amendments to this Prospectus. Fundamental policies
cannot be changed without the approval of a majority of the Fund's outstanding voting shares. The Fund's investment objective is a
fundamental policy. Investment restrictions that are fundamental policies are listed in the Statement of Additional Information. An
investment policy is not fundamental unless this Prospectus or the Statement of Additional Information says that it is. The Fund's
policy to invest at least 80% of its net assets (plus borrowings) in debt securities is not a fundamental policy; however, it cannot
be changed without 60 days prior notice to shareholders.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can use the investment techniques and strategies described below. The
Manager might not always use all of them. These techniques have risks, although some are designed to help reduce overall investment
or market risks.

Forward Rolls. The Fund can enter into "forward roll" transactions with respect to mortgage-related securities. In this type of
transaction, the Fund sells a mortgage-related security to a buyer and simultaneously agrees to repurchase a similar
security at a later date at a set price.
During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal
payments on the securities that have been sold. It is possible that the market value of the securities the Fund sells may
decline below the price at which the Fund is obligated to repurchase securities, or that the counterparty might default in
its obligation.
Zero-Coupon and "Stripped" Securities. Some of the debt securities the Fund buys are zero-coupon bonds that pay no interest. They are
issued at a substantial discount from their face value. They may be securities issued by the U.S. government or private
issuers. "Stripped" securities are the separate income or principal components of a debt security. Some CMOs or other
mortgage-related securities may be stripped, with each component having a different proportion of principal or interest
payments. One class might receive all the interest and the other all the principal payments.
Zero-coupon and stripped securities are subject to greater fluctuations in price from interest rate changes than typical
debt securities that pay interest on a regular basis. The Fund may have to pay out the imputed income on zero-coupon
securities without receiving the cash currently. Stripped securities are particularly sensitive to changes in interest rates.
The values of interest-only and principal-only mortgage-related securities are very sensitive to changes in interest rates
and prepayments of underlying mortgages. The market for these securities may be limited, making it difficult for the Fund to
value or to sell its holdings at an acceptable price.
Preferred Stock. Unlike common stock, preferred stock typically has a stated dividend rate. Preferred stock dividends may be
cumulative (they remain a liability of the company until they are paid) or non-cumulative. When interest rates rise, the
value of preferred stock having a fixed dividend rate tends to fall. The right to payment of dividends on preferred stock is
generally subordinate to the rights of a corporation's debt securities.
Asset-Backed Securities. The Fund can buy asset-backed securities, which are fractional interests in pools of loans collateralized by
the loans or other assets or receivables. They are typically issued by trusts and special purpose corporations that pass the
income from the underlying pool to the buyer of the interest. These securities are subject to prepayment risks and the risk
of default by the issuer as well as by the borrowers of the underlying loans in the pool.
Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading market, making it
difficult to value them or sell them 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 Board of Trustees can increase that
limit to 15%). Certain restricted securities that are eligible for resale to qualified institutional purchasers may not be
subject to that limit. The Manager monitors holdings of illiquid securities on an ongoing basis to determine whether to sell
any holdings to maintain adequate liquidity.
"Structured" Notes. The Fund can buy "structured" notes, which are specially-designed derivative debt investments whose payments of
principal or interest payments are linked to the value of an index (such as a currency or securities index) or commodity.
The terms of the instrument may be "structured" by the purchaser (the Fund) and the borrower issuing the note.
The principal and/or interest payments depend on the performance of one or more other securities or indices, and the values
of these notes will therefore fall or rise in response to the changes in the values of the underlying security or index.
They are subject to both credit and interest rate risks and therefore the Fund could receive more or less than it originally
invested when the notes mature, or it might receive less interest than the stated coupon payment if the underlying
investment or index does not perform as anticipated. Their values may be very volatile and they may have a limited trading
market, making it difficult for the Fund to sell its investment at an acceptable price.
Hedging. The Fund can buy and sell certain kinds of futures contracts, put and call options, interest rate swaps and forward
contracts to hedge investment risks. The Fund is not required to use hedging instruments to seek its objective and does not
currently use them to a significant degree.
There are special risks in particular hedging strategies. If the Manager used a hedging instrument at the wrong time or
judged market conditions incorrectly, the strategy could 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.
Short-Term Debt Securities. The Fund can buy high-quality, short-term money market instruments, including obligations of the U.S.
Government and its agencies, short-term corporate debt obligations, bank certificates of deposit and bankers' acceptances,
and commercial paper, which are short-term, negotiable promissory notes of companies. Because these instruments tend to
offer lower yields than other debt securities, the Fund ordinarily does not invest in them to seek high current income, and
uses them more for liquidity and cash management purposes or for defensive purposes when market conditions are unstable.

How the Fund Is Managed

THE MANAGER. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries out its duties,
subject to the policies established by the Fund's Board of Trustees, under an investment advisory agreement that states the Manager's
responsibilities. The agreement sets the fees the Fund pays to the Manager and describes the expenses that the Fund is responsible to
pay to conduct its business.

The Manager has been an investment advisor since January 1960. The Manager and its subsidiaries and affiliates managed more
than $130 billion in assets as of March 31, 2002, including other Oppenheimer funds, with more than 6.3 million shareholder accounts.
The Manager is located at 498 Seventh Avenue, 10th Floor, New York, New York 10018.

Portfolio Managers. Since April 23, 2002, the Fund has been managed by a portfolio management team comprised of Angelo Manioudakis
and other investment professionals selected from the Manager's high-grade team in its fixed-income department. This
portfolio management team is primarily responsible for the day-to-day management of the Fund's portfolio. Mr. Manioudakis is
a Vice President of the Fund and Senior Vice President of the Manager. He is also an officer and portfolio manager of other
Oppenheimer funds. Certain members of the Fund's portfolio management team have portfolio management responsibilities for
other Oppenheimer funds. Prior to joining the Manager in April 2002, Mr. Manioudakis was a portfolio manager at Morgan
Stanley Investment Management (since August 1993).

Advisory Fees. Under the Investment Advisory Agreement, effective January 1, 2002, the Fund pays the Manager an advisory fee at an
annual rate that declines on additional assets as the Fund grows: 0.60% of the first $200 million of average annual net
assets of the Fund, 0.57% of the next $200 million, 0.54% of the next $200 million, 0.51% of the next $200 million, 0.45% of
the next $200 million and 0.35% of average annual net assets in excess of $1 billion. Prior to January 1, 2002 the annual
advisory fee was: 0.75% of the first $200 million of average annual net assets of the Fund, 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 average annual
net assets in excess of $1 billion. The Fund's management fee for its last fiscal year ended December 31, 2001 was 0.73% of
average annual net assets for each class of shares.

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

How to Buy Shares

HOW DO YOU BUY SHARES? You can buy shares several ways, as described below. The Fund's Distributor, OppenheimerFunds Distributor,
Inc., may appoint servicing agents to accept purchase (and redemption) orders. The Distributor, in its sole discretion, may reject
any purchase order for the Fund's shares.
Buying Shares Through Your Dealer. You can buy shares through any dealer, broker or financial institution that has a sales agreement
         with the Distributor. 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 with a financial advisor before you
         make a purchase to be sure that the Fund is appropriate for you.
o        Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal Funds wire. The minimum
         investment is $2,500. Before sending a wire, call the Distributor's Wire Department at 1.800.525.7048 to notify the
         Distributor of the wire and to receive further instructions.
o        Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for shares by electronic funds transfers from
         your bank account. Shares are purchased for your account by a transfer of money from your bank account through the Automated
         Clearing House (ACH) system. You can provide those instructions automatically, under an Asset Builder Plan, described below,
         or by telephone instructions using OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink," below
         for more details.
o        Buying Shares Through 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 in the Asset Builder Application and the Statement of Additional Information.

HOW MUCH MUST YOU INVEST? You can buy Fund shares 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.
o        With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and military allotment plans, you can make initial and
         subsequent investments for as little as $25. You can make additional purchases of at least $25 through AccountLink.
o        Under retirement plans, such as IRAs, pension and profit-sharing plans and 401(k) plans, you can start your account with as
         little as $250. If your IRA is started as an Asset Builder Plan, the $25 minimum applies. Additional purchases may be for as
         little as $25.
o        The minimum investment requirement does not apply to 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
         reinvesting distributions from unit investment trusts that have made arrangements with the Distributor.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which is the net asset value per share plus any initial sales
charge that applies. The offering price that applies to a purchase order is based on the next calculation of the net asset value per
share that is made after the Distributor receives the purchase order at its offices in Colorado, or after any agent appointed by the
Distributor receives the order and sends it to the Distributor.
Net Asset Value. The Fund calculates the net asset value of each class of shares as of the close of The New York Stock Exchange, on
         each day the Exchange is open for trading (referred to in this Prospectus as a "regular business day"). The Exchange
         normally closes at 4:00 P.M., New York time, but may close earlier on some days. All references to time in this Prospectus
         mean "New York time."
         The net asset value per share is determined 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. To determine net asset value, the Fund's Board of Trustees has
         established procedures to value the Fund's securities, in general, based on market value. The Board has adopted special
         procedures for valuing illiquid and restricted securities and obligations for which market values cannot be readily
         obtained. Because some foreign securities trade in markets and on exchanges that operate on weekends and U.S. holidays, the
         values of some of the Fund's foreign investments may change on days when investors cannot buy or redeem Fund shares.
         If, after the close of the principal market on which a security held by the Fund is traded, and before the time the Fund's
         securities are priced that day, an event occurs that the Manager deems likely to cause a material change in the value of such
         security, the Fund's Board of Trustees has authorized the Manager, subject to the Board's review, to ascertain a fair value
         for such security.
The Offering Price. To receive the offering price for a particular day, in most cases the Distributor or its designated agent must
         receive your order by the time of day The New York Stock Exchange closes that day. If your order is received on a day when
         the Exchange is closed or after it has closed, the order will receive the next offering price that is determined after your
         order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer must receive the order by the close of The New York Stock
         Exchange and transmit it to the Distributor so that it is received before the Distributor's close of business on a regular
         business day (normally 5:00 P.M.) to receive that day's offering price. Otherwise, the order will receive the next offering
         price that is determined.

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WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors five different classes of shares. The different classes of
shares represent investments in the same portfolio of securities, but the classes are subject to different expenses and will likely
have different share prices. When you buy shares, be sure to specify the class of shares. If you do not choose a class, your
investment will be made in Class A shares.
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Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments up to $1 million). The amount of that
         sales charge will vary depending on the amount you invest. The sales charge rates are listed in "How Can You Buy Class A
         Shares?" below.
---------------------------------------------------------------------------------------------------------------------------------------
Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase, but you will pay an annual asset-based
         sales charge. If you sell your shares within 6 years of buying them, you will normally pay a contingent deferred sales
         charge. That contingent deferred sales charge varies depending on how long you own your shares, as described in "How Can You
         Buy Class B Shares?" below.
---------------------------------------------------------------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase, but you will pay an annual asset-based
         sales charge. If you sell your shares within 12 months of buying them, you will normally pay a contingent deferred sales
         charge of 1.0%, as described in "How Can You Buy Class C Shares?" below.
---------------------------------------------------------------------------------------------------------------------------------------
Class N Shares. If you buy Class N shares (available only through certain retirement plans), you pay no sales charge at the time of
         purchase, but you will pay an annual asset-based sales charge. If you sell your shares within 18 months of the retirement
         plan's first purchase of Class N shares, you may pay a contingent deferred sales charge of 1.0%, as described in "How Can
         You Buy Class N Shares?" below.
Class Y Shares. Class Y shares are offered only to certain institutional investors that have special agreements with the Distributor.

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 best suited to your needs depends on a number of factors that you should discuss with your financial advisor. Some
factors to consider 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. 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 discussion below is not intended to be investment advice or a recommendation, because each investor's financial
considerations are different. The discussion below assumes that you will purchase only one class of shares and not a combination of
shares of different classes. Of course, these examples are based on approximations of the effects of current sales charges and
expenses projected over time, and do not detail all of the considerations in selecting a class of shares. You should analyze your
options carefully with your financial advisor before making that choice.

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, compared to the effect over time of higher class-based expenses on shares of Class B, Class C or Class N. For
         retirement plans that qualify to purchase Class N shares, Class N shares will generally be more advantageous than Class B and
         Class C shares.
     o   Investing for the Shorter Term. While the Fund is meant to be a long-term investment, if you have a relatively 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. That is because of the effect of the Class B contingent
         deferred sales charge if you redeem within six 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 amounts you sell after holding them one year.
         However, if you plan to invest more than $100,000 for the shorter term, then as 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.
         And for non-retirement plan 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 more of Class B shares or $1 million or more of Class C shares from a single investor.
o        Investing for the Longer Term. If you are investing less than $100,000 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 appropriate.
Are There  Differences  in Account  Features  That Matter to You?  Some  account  features may not be available to Class B, Class C and
         Class N  shareholders.  Other features may not be advisable  (because of the effect of the  contingent  deferred sales charge)
         for Class B, Class C and Class N  shareholders.  Therefore,  you should  carefully  review how you plan to use your investment
         account before deciding which class of shares to buy.
         Additionally, the dividends payable to Class B, Class C and Class N shareholders will be reduced by the additional expenses
         borne by those classes that are not borne by Class A or Class Y shares, such as the Class B, Class C and Class N asset-based
         sales charge described below and in the Statement of Additional Information. Share certificates are only available on Class A
         shares. If you are considering using your shares as collateral for a loan, that may be a factor to consider.
How Do Share Classes Affect Payments to Your Broker? A financial advisor may receive different compensation for selling one class of
         shares than for selling another class. It is important to remember that Class B, Class C and Class N contingent deferred
         sales charges and asset-based sales charges have the same purpose as the front-end sales charge on sales of Class A shares:
         to compensate the Distributor for concessions and expenses it pays to dealers and financial institutions for selling shares.
         The Distributor may pay additional compensation from its own resources to securities dealers or financial institutions based
         upon the value of shares of the Fund owned by the dealer or financial institution for its own account or for its customers.

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix C to the Statement of Additional Information details the conditions for the
waiver of sales charges that apply in certain cases, and the special sales charge rates that apply to purchases of shares of the Fund
by certain groups, or under specified retirement plan arrangements or in other special types of transactions. To receive a waiver or
special sales charge rate, you must advise the Distributor when purchasing shares or the Transfer Agent when redeeming shares that
the special conditions apply.

HOW CAN YOU BUY 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 other cases, reduced sales charges may be available, as described below or in the Statement of
Additional Information. 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 or allocated to your dealer as a concession. The Distributor reserves the right to reallow the entire concession to
dealers. The current sales charge rates and concessions paid to dealers and brokers are as follows:

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

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A shares at reduced sales charge rates under the Fund's "Right
of Accumulation" or a Letter of Intent, as described in "Reduced Sales Charges" in the Statement of Additional Information.
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 aggregating $1 million or more, or for certain purchases by particular types of retirement plans that were
permitted to purchase such shares prior to March 1, 2001 ("grandfathered retirement accounts"). Retirement plans are not
permitted to make initial purchases of Class A shares subject to a contingent deferred sales charge. The Distributor pays
dealers of record concessions in an amount equal to 1.0% of purchases of $1 million or more other than by grandfathered
retirement accounts. For grandfathered retirement accounts, the concession is 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, calculated on a calendar year basis. In either case, the
concession will not be paid on purchases of shares by exchange or that were previously subject to a front-end sales charge
and dealer concession.
If you redeem any of those shares within an 18-month "holding period" measured from the beginning of the calendar month of
their purchase, a contingent deferred sales charge (called the "Class A contingent deferred sales charge") may be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of the lesser of:
o the aggregate net asset value of the redeemed shares at the time of redemption (excluding shares purchased by reinvestment
of dividends or capital gain distributions) or
o the original net asset value of the redeemed shares.
The Class A contingent deferred sales charge will not exceed the aggregate amount of the concessions the Distributor paid to
your dealer on all purchases of Class A shares of all Oppenheimer funds you made that were subject to the Class A contingent
deferred sales charge.
Purchases by Certain Retirement Plans. There is no initial sales charge on purchases of Class A shares of any one or more Oppenheimer
funds by retirement plans that have $10 million or more in plan assets and that have entered into a special agreement with
the Distributor and by retirement plans which are part of a retirement plan product or platform offered by certain banks,
broker-dealers, financial advisors, insurance companies or recordkeepers which have entered into a special agreement with
the Distributor. The Distributor currently pays dealers of record concessions in an amount equal to 0.25% of the purchase
price of Class A shares by those retirement plans from its own resources at the time of sale, subject to certain exceptions
as described in the Statement of Additional Information. There is no contingent deferred sales charge upon the redemption of
such shares.

HOW CAN YOU BUY 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 six years from the beginning of the calendar month of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds. The Class B contingent deferred sales charge is paid to compensate the
Distributor for its expenses of providing distribution-related services to the Fund in connection with the sale of Class B shares.

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 for the Class B contingent deferred sales charge holding period:

----------------------------------------------------------- --------------------------------------------------------
Years Since Beginning of Month in Which Purchase Order Contingent Deferred Sales Charge on Redemptions in
was Accepted That Year
(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. In applying the contingent deferred sales charge, 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. Class B shares automatically convert to Class A shares 72 months after you purchase them.
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 any Class B shares that you hold convert, any other Class B
shares that were acquired by reinvesting dividends and distributions on the converted shares will also convert to Class A
shares. For further information on the conversion feature and its tax implications, see "Class B Conversion" in the
Statement of Additional Information.

How Can you Buy 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 a holding period of 12 months from the beginning of the calendar month of their purchase, a
contingent deferred sales charge of 1.0% will be deducted from the redemption proceeds. The Class C contingent deferred sales charge
is paid to compensate the Distributor for its expenses of providing distribution-related services to the Fund in connection with the
sale of Class C shares.

HOW CAN YOU BUY CLASS N SHARES? Class N shares are offered only through retirement plans (including IRAs and 403(b) plans) that
purchase $500,000 or more of Class N shares of one or more Oppenheimer funds or through group retirement plans (which do not include
IRAs and 403(b) plans) that have assets of $500,000 or more or 100 or more eligible participants. See "Availability of Class N
shares" in the Statement of Additional Information for other circumstances where Class N shares are available for purchase.

A contingent deferred sales charge of 1.0% will be imposed upon the redemption of Class N shares, if:
o The group retirement plan is terminated or Class N shares of all Oppenheimer funds are terminated as an investment option of
the plan and Class N shares are redeemed within 18 months after the plan's first purchase of Class N shares of any
Oppenheimer fund, or
o With respect to an IRA or 403(b) plan, Class N shares are redeemed within 18 months of the plan's first purchase of Class N
shares of any Oppenheimer fund.
Retirement plans that offer Class N shares may impose charges on plan participant accounts. The procedures for buying,
selling, exchanging and transferring the Fund's other classes of shares (other than the time those orders must be received by the
Distributor or Transfer Agent in Colorado) and the special account features applicable to purchasers of those other classes of shares
described elsewhere in this prospectus do not apply to Class N shares offered through a group retirement plan. Instructions for
buying, selling, exchanging or transferring Class N shares offered through a group retirement plan must be submitted by the plan, not
by plan participants for whose benefit the shares are held.

Who Can Buy Class Y Shares? Class Y shares are sold at net asset value per share without a sales charge directly to institutional
investors that have special agreements with the Distributor for this purpose. They may include insurance companies, registered
investment companies and employee benefit plans. For example, Massachusetts Mutual Life Insurance Company ("MassMutual"), an
affiliate of the Manager, may purchase Class Y shares of the Fund and other Oppenheimer funds (as well as Class Y shares of funds
advised by MassMutual) for asset allocation programs, investment companies or separate investment accounts it sponsors and offers to
its customers. Individual investors cannot buy Class Y shares directly.

An institutional investor that buys Class Y shares for its customers' accounts may impose charges on those accounts. The
procedures for buying, selling, exchanging and transferring the Fund's other classes of shares (other than the time those orders must
be received by the Distributor or Transfer Agent at their Colorado office) and the special account features available to investors
buying those other classes of shares do not apply to Class Y shares. Instructions for buying, selling, exchanging or transferring
Class Y shares must be submitted by the institutional investor, not by its customers for whose benefit the shares are held.

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares. It reimburses the Distributor for a portion
of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an
annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. The Distributor currently uses
all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal service
and maintenance of accounts of their customers that hold Class A shares.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans for Class
B, Class C and Class N shares to pay the Distributor for its services and costs in distributing Class B, Class C and Class N
shares and servicing accounts. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on
Class B and Class C shares and 0.25% on Class N shares. The Distributor also receives a service fee of 0.25% per year under
the Class B, Class C and Class N plans.

The asset-based sales charge and service fees increase Class B and Class C expenses by 1.0% and increase Class N expenses by
0.50% of the net assets per year of the respective class. Because these fees are paid out of the Fund's assets on an
on-going basis, over time these fees will increase the cost of your investment and may cost you more than other types of
sales charges.
The Distributor uses the service fees to compensate dealers for providing personal services for accounts that hold Class B,
Class C or Class N shares. The Distributor pays the 0.25% service fees to dealers in advance for the first year after the
shares are sold by the dealer. After the shares have been held for a year, the Distributor pays the service fees to dealers
on a quarterly basis. The Distributor retains the service fees for accounts for which it renders the required personal
services.

The Distributor currently pays a sales concession 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 therefore 4.00% of the purchase price. The Distributor retains the Class B
asset-based sales charge. See the Statement of Additional Information for exceptions.

The Distributor currently pays a sales concession 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 therefore 1.0% of the purchase price. The Distributor pays the asset-based
sales charge as an ongoing concession to the dealer on Class C shares that have been outstanding for a year or more. See the
Statement of Additional Information for exceptions.

The Distributor currently pays a sales concession of 0.75% of the purchase price of Class N 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 N shares is therefore 1.0% of the purchase price. The Distributor retains the
asset-based sales charge on Class N shares. See the Statement of Additional Information for exceptions.

Special Investor Services

ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with an account at a U.S. bank or other financial
institution. It must be an Automated Clearing House (ACH) member. AccountLink lets you:
o transmit funds electronically to purchase shares by telephone (through a service representative or by PhoneLink) or
automatically under Asset Builder Plans, or
o have the Transfer Agent send redemption proceeds or transmit dividends and distributions directly to your bank account.
Please call the Transfer Agent for more information.
You may purchase shares 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.

AccountLink privileges should be requested on your Application or your dealer's settlement instructions if you buy your
shares through a 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.

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 OppenheimerFunds account you have already established by calling the special PhoneLink number.
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.

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of account transactions to the Transfer Agent by
fax (telecopier). Please call 1.800.525.7048 for information about which transactions may be handled this way. Transaction requests
submitted by fax are subject to the same rules and restrictions as written and telephone requests described in this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund, as well as your account balance, on the
OppenheimerFunds Internet website, at www.oppenheimerfunds.com. Additionally, shareholders listed in the account registration (and
the dealer of record) may request certain account transactions through a special section of that website. To perform account
transactions or obtain account information online, you must first obtain a user I.D. and password on that website. If you do not want
to have Internet account transaction capability for your account, please call the Transfer Agent at 1.800.525.7048. At times, the
website may be inaccessible or its transaction features may be unavailable.

AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that enable you to sell shares automatically or exchange them to
another OppenheimerFunds account on a regular basis. Please call the Transfer Agent or consult the Statement of Additional
Information for details.

REINVESTMENT PRIVILEGE If you redeem some or all of your Class A or Class B shares of the Fund, you have up to six 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 only 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, Class N or Class
Y shares. You must be sure to ask the Distributor for this privilege when you send your payment.

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

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day. Your shares will be sold at the next net asset value
calculated after your order is received in proper form (which means that it must comply with the procedures described below) and is
accepted by the Transfer Agent. The Fund lets you sell your shares by writing a letter, 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. If you have questions about any
of these procedures, and especially if you are redeeming shares in a special situation, such as due to the death of the owner or from
a retirement plan account, please call the Transfer Agent first, at 1.800.525.7048, for assistance.

Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, the following redemption requests must be in
writing and must include a signature guarantee (although there may be other situations that also require a signature
guarantee):
o You wish to redeem more than $100,000 and receive a check
o The redemption check is not payable to all shareholders listed on the account statement
o The redemption check is not sent to the address of record on your account statement
o Shares are being transferred to a Fund account with a different owner or name
o Shares are being redeemed by someone (such as an Executor) other than the owners.
Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a guarantee of your signature by a number of financial
institutions, including:
o a U.S. bank, trust company, credit union or savings association,
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities or government securities, or
o a U.S. national securities exchange, a registered securities association or a clearing agency.
If you are signing on behalf of a corporation, partnership or other business or as a fiduciary, you must also include your
title in the signature.
Retirement Plan Accounts. There are special procedures to sell shares in an OppenheimerFunds retirement plan account. Call the
Transfer Agent for a distribution request form. Special income tax withholding requirements apply to distributions from
retirement plans. You must submit a withholding form with your redemption request to avoid delay in getting your money and
if you do not want tax withheld. If your employer holds your retirement plan account for you in the name of the plan, you
must ask the plan trustee or administrator to request the sale of the Fund shares in your plan account.

Checkwriting. To write checks against your Fund account, request that privilege on your account application, or contact the Transfer
Agent for signature cards. They must be signed (with a signature guarantee) by all owners of the account and returned to the Transfer
Agent so that checks can be sent to you to use. Shareholders with joint accounts can elect in writing to have checks paid over the
signature of one owner. If you previously signed a signature card to establish checkwriting in another Oppenheimer fund, simply call
1.800.525.7048 to request checkwriting for an account in this Fund with the same registration as the other account.
o Checks can be written to the order of whomever you wish, but may not be cashed at the bank the checks are payable through or
the Fund's custodian bank.
o Checkwriting privileges are not available for accounts holding shares that are subject to a contingent deferred sales charge.
o Checks must be written for at least $100.
o 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.
o 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, until you receive new checks.

HOW DO you SELL SHARES BY MAIL? Write a letter of instruction that includes:
o Your name
o The Fund's name
o Your Fund account number (from your account statement)
o The dollar amount or number of shares to be redeemed
o Any special payment instructions
o Any share certificates for the shares you are selling
o The signatures of all registered owners exactly as the account is registered, and
o Any special documents requested by the Transfer Agent to assure proper authorization of the person asking to sell the shares.

Use the following address for Send courier or express mail
requests by mail: requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue, Building D
Denver Colorado 80217 Denver, Colorado 80231

HOW DO you SELL SHARES BY TELEPHONE? You and your dealer representative of record may also sell your shares by telephone. To receive
the redemption price calculated on a particular 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. You may not redeem shares held
in an OppenheimerFunds retirement plan account or under a share certificate by telephone.
o To redeem shares through a service representative, call 1.800.852.8457
o 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 sent to that bank account.

Are There Limits on Amounts Redeemed by Telephone?
Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by telephone in any seven-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.

CAN YOU SELL 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. If your shares are held in the name of your dealer, you
must redeem them through your dealer.

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase shares subject to a Class A, Class B, Class C or Class N
contingent deferred sales charge and redeem any of those shares during the applicable holding period for the class of shares, the
contingent deferred sales charge will be deducted from the redemption proceeds (unless you are eligible for a waiver of that sales
charge based on the categories listed in Appendix C to the Statement of Additional Information and you advise the Transfer Agent of
your eligibility for the waiver when you place your redemption request.)

A contingent deferred sales charge will be based on the lesser of the net asset value of the redeemed shares at the time of
redemption or the original net asset value. A contingent deferred sales charge is not imposed on:
o the amount of your account value represented by an increase in net asset value over the initial purchase price,
o shares purchased by the reinvestment of dividends or capital gains distributions, or
o shares redeemed in the special circumstances described in Appendix C to the Statement of Additional Information
To determine whether a 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 the holding period that applies to the class, and
3. shares held the longest during the holding period.

Contingent deferred sales charges are not charged when you exchange shares of the Fund for shares of other Oppenheimer
funds. However, if you exchange them within the applicable contingent deferred sales charge holding period, the holding period will
carry over to the fund whose shares you acquire. Similarly, if you acquire shares of this Fund by exchanging shares of another
Oppenheimer fund that are still subject to a contingent deferred sales charge holding period, that holding period will carry over to
this Fund.

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. Shares of the Fund can be purchased by exchange of shares of other Oppenheimer funds on the same basis. To
exchange shares, you must meet several conditions:
o Shares of the fund selected for exchange must be available for sale in your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least seven days before you can exchange them. After
the account is open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus
Shares of a particular class of the Fund 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. In some cases, sales charges may
be imposed on exchange transactions. For tax purposes, exchanges of shares involve a sale of the shares of the fund you own and a
purchase of the shares of the other fund, which may result in a capital gain or loss. Please refer to "How to Exchange Shares" in the
Statement of Additional Information for more details.

You can find a list of Oppenheimer funds currently available for exchanges in the Statement of Additional Information or
obtain one by calling a service representative at 1.800.525.7048. That list can change from time to time.

HOW DO you SUBMIT EXCHANGE REQUESTS? 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 address on the back cover. Exchanges of shares held under certificates cannot be processed unless the
Transfer Agent receives the certificates with the request.
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 name(s) and address. Shares held under certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:
o Shares are 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 conforms to the policies described above. It must
be received 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 the same day exchange.
o The interests of the Fund's long-term shareholders and its ability to manage its investments may be adversely affected when
its shares are repeatedly bought and sold in response to short-term market fluctuations--also known as "market timing." When
large dollar amounts are involved, the Fund may have difficulty implementing long-term investment strategies, because it
cannot predict how much cash it will have to invest. Market timing also may force the Fund to sell portfolio securities at
disadvantageous times to raise the cash needed to buy a market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When the Manager believes frequent trading would have a disruptive effect on the Fund's
ability to manage its investments, the Manager and the Fund may reject purchase orders and exchanges into the Fund by any
person, group or account that the Manager believes to be a market timer.
o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide you notice whenever it is
required to do so by applicable law, but it may impose changes at any time for emergency purposes.
o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited above, only the shares
eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling and exchanging shares is contained 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. The Fund will provide you notice whenever it is required to do so by applicable law. 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 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. The Transfer Agent and the Fund will not be liable for
losses or expenses arising out of telephone instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent receives all required documents in proper form. From
time to time, the Transfer Agent in its discretion may waive certain of the requirements for redemptions stated in this
Prospectus.
Dealers that 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. The
redemption price, which is the net asset value per share, will normally differ for each class of shares. The redemption
value of your shares may be more or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by check, or through AccountLink (as elected by the
shareholder) within seven days after the Transfer Agent receives redemption instructions in proper form. However, under
unusual circumstances determined by the Securities and Exchange Commission, payment may be delayed or suspended. For
accounts registered in the name of a broker-dealer, payment will normally be forwarded within three business days after
redemption.
The Transfer Agent may delay 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 Federal Funds wire or certified check, or arrange with your bank to provide
telephone or written assurance to the Transfer Agent that your purchase payment has cleared
Involuntary redemptions of small accounts may be made by the Fund if the account value has fallen below $1,000 for reasons other than
the fact that the market value of shares has dropped. In some cases, involuntary redemptions may be made to repay the
Distributor for losses from the cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio to meet
redemptions). This means that the redemption proceeds will be paid with liquid securities from the Fund's portfolio.
"Backup withholding" of federal income tax may be applied against taxable dividends, distributions and redemption proceeds (including
exchanges) if you fail to furnish the Fund your correct, certified Social Security or Employer Identification Number when
you sign your application, or if you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will mail only one copy of each prospectus, annual and
semi-annual report and annual notice of the Fund's privacy policy to shareholders having the same last name and address on
the Fund's records. The consolidation of these mailings, called householding, benefits the Fund through reduced mailing
expense.
If you want to receive multiple copies of these materials, you may call the Transfer Agent at 1.800.525.7048. You may also
notify the Transfer Agent in writing. Individual copies of prospectuses, reports and privacy notices will be sent to you
commencing within 30 days after the Transfer Agent receives your request to stop householding.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of shares from net investment income each regular business
day and pay those dividends to shareholders monthly on a date selected by the Board of Trustees. Daily dividends will not be declared
or paid on newly purchased shares until Federal Funds are available to the Fund from the purchase payment for shares. Dividends and
distributions paid to Class A and Class Y shares will generally be higher than dividends for Class B, Class C and Class N shares,
which normally have higher expenses than Class A and Class Y shares. The Fund has no fixed dividend rate and cannot guarantee that it
will pay any dividends or distributions.

Capital Gains. The Fund may realize capital gains on the sale of portfolio securities. If it does, it may make distributions out of
any net short-term or long-term capital gains in December of each year. The Fund may make supplemental distributions of dividends and
capital gains following the end of its fiscal year. There can be no assurance that the Fund will pay any capital gains distributions
in a particular year.

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your account, specify on your application how you want to receive
your dividends and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all dividends and capital gains distributions in additional shares
of the Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some distributions (dividends, short-term capital gains or long-term
capital gains distributions) in the Fund while receiving the other types of distributions by check or having them sent to
your bank account through AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all dividends and capital gains distributions or have them
sent to your bank through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can reinvest all distributions in the same class of shares of
another OppenheimerFunds account you have established.

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

Every year the Fund will send you and the IRS a statement showing the amount of any taxable distribution you received in the
previous year. Any long-term capital gains will be separately identified in the tax information the Fund sends you after the end of
the calendar year.
Avoid "Buying a Dividend." If you buy shares on 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 capital gain.
Remember, There May be Taxes on Transactions. Because the Fund's share prices fluctuate, you may have a capital gain or loss when you
sell or exchange your shares. A capital gain or loss is the difference between the price you paid for the shares and the
price you received when you sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur. In certain cases, distributions made by the Fund may be considered a non-taxable return of capital to
shareholders. If that occurs, it will be identified in notices to shareholders.

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

Financial Highlights

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

FINANCIAL HIGHLIGHTS



Class A      Year Ended December 31,                      2001         2000         1999         1998         1997
------------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period                     $9.79        $9.97       $10.86       $10.97       $10.70
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .73/1/       .73          .71          .71          .77
Net realized and unrealized gain (loss)                   (.05)/1/     (.18)        (.89)        (.11)         .27
                                                         ---------------------------------------------------------
Total income (loss)
from investment operations                                 .68          .55         (.18)         .60         1.04
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.73)        (.73)        (.71)        (.71)
(.77)
                                                         ---------------------------------------------------------
Total dividends and/or distributions
to shareholders                                           (.73)        (.73)        (.71)        (.71)
(.77)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                           $9.74        $9.79        $9.97       $10.86       $10.97
                                                         =========================================================

------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/                       7.05%        5.80%       (1.65)%       5.61%
10.13%

------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands)              $280,132     $202,833     $220,502     $246,668     $190,706
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $237,232     $205,883     $251,190     $217,944     $187,458
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:/3/
Net investment income   7.31%/1/ 7.48%        6.88%        6.46%        7.20%
Expenses                1.23%    1.31%        1.24%        1.22%/4/     1.27%/4/
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 162%     255%         238%          67%          51%


1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:

Net investment income                      $ .74
Net realized and unrealized gain (loss)    $(.06)
Net investment income ratio                 7.43%

2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                           | OPPENHEIMER BOND FUND


FINANCIAL HIGHLIGHTS Continued




Class B      Year Ended December 31,                      2001         2000         1999         1998         1997
------------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period                     $9.79        $9.96       $10.86       $10.97       $10.69
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .65/1/       .66          .63          .62          .69
Net realized and unrealized gain (loss)                   (.05)/1/     (.17)        (.90)        (.10)         .28
                                                         ---------------------------------------------------------
Total income (loss)
from investment operations                                 .60          .49         (.27)         .52          .97
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.66)        (.66)        (.63)        (.63)
(.69)
                                                         ---------------------------------------------------------
Total dividends and/or distributions
to shareholders                                           (.66)        (.66)        (.63)        (.63)
(.69)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                           $9.73        $9.79        $9.96       $10.86       $10.97
                                                         =========================================================

------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/                       6.14%        5.11%       (2.48)%       4.81%
9.41%

------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands)              $161,998      $83,637      $94,845      $88,061      $48,255
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                     $118,521      $83,394      $95,285      $64,330      $41,439
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:/3/
Net investment income                                     6.60%/1/     6.71%        6.13%        5.68%
6.42%
Expenses                                                  1.99%        2.07%        1.99%        1.97%/4/
2.02%/4/
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    162%         255%         238%          67%
51%


1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:

Net investment income                      $ .66
Net realized and unrealized gain (loss)    $(.06)
Net investment income ratio                 6.72%

2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                           | OPPENHEIMER BOND FUND





Class C      Year Ended December 31,                      2001         2000         1999         1998         1997
------------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period                     $9.80        $9.97       $10.87       $10.98       $10.70
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                      .65/1/       .66          .63          .62          .69
Net realized and unrealized gain (loss)                   (.05)/1/     (.17)        (.90)        (.10)         .28
                                                         ---------------------------------------------------------
Total income (loss)
from investment operations                                 .60          .49         (.27)         .52          .97
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.66)        (.66)        (.63)        (.63)
(.69)
                                                         ---------------------------------------------------------
Total dividends and/or distributions
to shareholders                                           (.66)        (.66)        (.63)        (.63)
(.69)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                           $9.74        $9.80        $9.97       $10.87       $10.98
                                                         =========================================================

------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/                       6.14%        5.11%       (2.47)%       4.81%
9.39%

------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands)               $57,049      $24,303      $24,143      $21,796       $9,188
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $36,886      $22,605      $24,218      $15,198       $6,134
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:/3/
Net investment income                                     6.65%/1/     6.71%        6.13%        5.66%
6.36%
Expenses                                                  1.98%        2.07%        1.99%        1.96%/4/
2.02%/4/
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    162%         255%         238%          67%
51%


1. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:

Net investment income                      $ .66
Net realized and unrealized gain (loss)    $(.06)
Net investment income ratio                 6.77%

2. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods less than one full year.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                           | OPPENHEIMER BOND FUND


FINANCIAL HIGHLIGHTS Continued



                                                       Class N                                             Class Y
                                                        Period                                                Year
                                                         Ended                                               Ended
                                                      Dec. 31,                                            Dec. 31,
                                                          2001/1/      2001         2000         1999
1998/2/
------------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period                    $10.02        $9.78        $9.95       $10.86       $10.88
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                     .61/3/       .76/4/        .85          .76          .49
Net realized and unrealized gain (loss)                   (.29)/3/     (.05)/4/     (.18)        (.91)
(.02)

----------------------------------------------------------
Total income (loss) from
investment operations                                      .32          .71          .67         (.15)         .47
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.61)        (.77)        (.84)        (.76)
(.49)

----------------------------------------------------------
Total dividends and/or distributions
to shareholders                                           (.61)        (.77)        (.84)        (.76)
(.49)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                          $ 9.73       $ 9.72        $9.78       $ 9.95       $10.86

==========================================================

------------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value5                         3.18%        7.30%        7.13%       (1.37)%
4.40%

------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands)                $2,176       $4,067         $877         $186           $1
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                       $  768       $2,286         $340          $31           $1
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:6
Net investment income                                     7.87%/3/     7.85%/4/     7.92%        7.94%
6.84%
Expenses                                                  1.37%        0.94%        0.83%        0.83%
0.74%/7/
Expenses, net of reduction to custodian
expenses and/or voluntary waiver
of transfer agent fees                                     N/A         0.92%         N/A          N/A          N/A
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                    162%         162%         255%         238%
67%


1. For the period from March 1, 2001 (inception of offering) to December 31,
2001.
2. For the period from April 27,1998 (inception of offering) to December 31,
1998.
3. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:

Net investment income                      Change less than $0.005 per share
Net realized and unrealized gain (loss)    Change less than $0.005 per share
Net investment income ratio 7.99%

4. Without the adoption of the change in amortization method as discussed in
Note 1 in the Notes to Financial Statements, these amounts would have been:

Net investment income                      $ .77
Net realized and unrealized gain (loss)    $(.06)
Net investment income ratio                 7.97%

5. Assumes a $1,000 hypothetical initial investment on the business day before
the first day of the fiscal period (or inception of offering), with all
dividends and distributions reinvested in additional shares on the reinvestment
date, and redemption at the net asset value calculated on the last business day
of the fiscal period. Sales charges are not reflected in the total returns.
Total returns are not annualized for periods of less than one full year.
6. Annualized for periods of less than one full year.
7. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                           | OPPENHEIMER BOND FUND





INFORMATION AND SERVICES

For More Information on Oppenheimer Bond Fund
The following additional information about the Fund is available without charge upon request:

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

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

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

------------------------------------------- ------------------------------------------------------------------
By Telephone:                               Call OppenheimerFunds Services toll-free:
                                            1.800.525.7048
------------------------------------------- ------------------------------------------------------------------
------------------------------------------- ------------------------------------------------------------------
By Mail:                                    Write to:
                                            OppenheimerFunds Services
                                            P.O. Box 5270
                                            Denver, Colorado 80217-5270
------------------------------------------- ------------------------------------------------------------------
------------------------------------------- ------------------------------------------------------------------
On the Internet:                            You can send us a request by e-mail or read or download
                                            documents on the OppenheimerFunds website:
                                            WWW.OPPENHEIMERFUNDS.COM
                                            ------------------------
------------------------------------------- ------------------------------------------------------------------

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


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

The Fund's SEC File No.: 811-3420                             The Fund's shares are distributed by:
PR0285.001.0402                                               [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper.

                                                       Appendix to Prospectus of
                                                         Oppenheimer Bond Fund

         Graphic material included in the Prospectus of Oppenheimer Bond Fund (the "Fund") under the heading "Annual Total Returns
(Class A)(as of 12/31 each year)":

         A bar chart will be included in the Prospectus of the Fund depicting the annual total returns of a hypothetical investment
in Class A shares of the Fund for each of the last ten calendar years, without deducting sales charges. Set forth below are the
relevant data points that will appear in the bar chart:

         Calendar             Annual
         Year                 Total
         Ended                Returns

         12/31/92               6.77%
         12/31/93               10.30%
         12/31/94               -3.87%
         12/31/95               16.94%
         12/31/96               4.87%
         12/31/97               10.13%
         12/31/98               5.61%
         12/31/99               -1.65%
         12/31/00               5.80%
         12/31/01               7.05%