SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. ___)

Nationsmart Corp.
- -----------------------------------
(Name of Issuer)

Units
- -----------------------------------
(Title of Class of Securities)

638587204
- -----------------------------------
(CUSIP Number)

Check the following box if a fee                              / X /
    is being paid with this statement    
 
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") of otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

(Continued on following pages)

- ---------------------                   -------------------------
Cusip No. 638587204       13G           Page 2 of 7 Pages
- ---------------------                   -------------------------
- ------------------------------------------------------------------
1.  NAME OF REPORTING PERSON
    S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
    Oppenheimer Management Corporation

    I.R.S. NO. 13-2527171
- -------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

                    A /   /

                    B / X /
- -------------------------------------------------------------------
3.  SEC USE ONLY
- -------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Colorado
- -------------------------------------------------------------------
NUMBER OF           5.  SOLE VOTING POWER
SHARES                  0 
BENEFICIALLY        -----------------------------------------------
OWNED BY            6.  SHARED VOTING POWER
EACH                    0 
REPORTING           -----------------------------------------------
PERSON WITH         7.  SOLE DISPOSITIVE POWER
                        0
                    -----------------------------------------------
                    8.  SHARED DISPOSITIVE POWER
                        600,000
- -------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    600,000
- -------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES *
- -------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    9.52%
- -------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
    IA
- -------------------------------------------------------------------

* SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------------------                    -------------------------
Cusip No. 638587204       13G           Page 3 of 7 Pages
- --------------------                    -------------------------
- -------------------------------------------------------------------
1.  NAME OF REPORTING PERSON
    S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Oppenheimer Discovery Fund
I.R.S. NO. 22-2725700
- -------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

                    A /   /

                    B / X /
- -------------------------------------------------------------------
3.  SEC USE ONLY
- -------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Massachusetts
- -------------------------------------------------------------------
NUMBER OF           5.  SOLE VOTING POWER
SHARES                  600,000
BENEFICIALLY        -----------------------------------------------
OWNED BY            6.  SHARED VOTING POWER
EACH                    0
REPORTING           -----------------------------------------------
PERSON WITH         7.  SOLE DISPOSITIVE POWER
                        0
                    -----------------------------------------------
                    8.  SHARED DISPOSITIVE POWER
                        600,000
- -------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    600,000
- -------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
    SHARES *
- -------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    9.52%
- -------------------------------------------------------------------
12. TYPE OF REPORTING PERSON
    IA
- -------------------------------------------------------------------

* SEE INSTRUCTIONS BEFORE FILLING OUT!
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934

Check the following box if a fee 
         is being paid with this statement  / X /

Item 1(a)        Name of Issuer:
                 Nationsmart Corp.

Item 1(b)        Address of Issuer's Principal Executive Offices:
                 1164 Liburn Park Road
                 St. Louis, Missouri 63146
                 
Item 2(a)        Name of Person Filing:
                 Oppenheimer Management Corporation

Item 2(b)        Address of Principal Business Office:
                 Two World Trade Center, Suite 3400
                 New York, New York 10048-0203

Item 2(c)        Citizenship:
                 Inapplicable

Item 2(d)        Title of Class of Securities:
                 Units

Item 2(e)        CUSIP Number:
                 638587204

Item 3(e)         X   Investment Adviser registered under Section
                      203 of the Investment Advisers Act of 1940

Item 4(a)        Amount Beneficially Owned:  600,000 shares *

Item 4(b)        Percent of Class:  9.52%

Item 4(c)(i)     Sole Power to vote or to direct the vote -  0

Item 4(c)(ii)    Shared power to vote or to direct the vote - 0

Item 4(c)(iii)   Sole power to dispose or to direct the
                 disposition of - 0

- -------------
*  Reflects amount deemed beneficially owned by an investment
company managed by OMC, pursuant to the ability of such investment
company to exercise its holdings of Issuer's units for shares of
common stock.


Item 4(c)(iv)    Shared power to dispose or to direct the
                 disposition of - 600,000 shares
Item 5           Ownership to Five Percent or Less of a Class:

                 If this statement is being filed to report the fact that
                 as of the date hereof, the reporting person has ceased to
                 be the beneficial owner of more than 5% of the class of
                 securities, check the following:     

Item 6           Ownership of More than Five Percent on Behalf of Another
                 Person:
                 See Exhibit A hereto.

Item 7           Identification and Classification of the Subsidiary Which
                 Acquired the Security Being Reported on By the Parent
                 Holding Company:
                 Inapplicable

Item 8           Identification and Classification of Members of the Group:
                 Inapplicable
        
Item 9           Notice of Dissolution of Group:
                 Inapplicable
            
Item 10          Certification:
                 By signing below, I certify that, to the best of my
                 knowledge and belief, the securities referred to above
                 were acquired in the ordinary course of business and were
                 not acquired for the purpose of and do not have the effect
                 of changing or influencing the control of the issuer of
                 such securities and were not acquired in connection with
                 or as a participant in any transaction having such purpose
                 or effect.

SIGNATURE
                 After reasonable inquiry and to the best of my knowledge
                 and belief, I certify that the information set forth in
                 this statement is true, complete and correct.

Date:             February 9, 1994

Signature:         /s/ Robert G. Zack
                 -------------------------------------------                 
Name/Title:          Robert G. Zack, Senior Vice President

EXHIBIT A

     The Board of Directors or Trustees of the registered
investment companies managed by Oppenheimer Management
Corporation ("OMC") and owning shares of the issuer can direct
the disposition of dividends received by such funds and can
dispose of such securities.  Additionally, OMC shares the power
to dispose of such securities with the Board of Directors or
Trustees of such funds; however, the Board of Directors or
Trustees of such fund has delegated these responsibilities to OMC
as the fund's investment advisor under its investment advisory
agreement.  OMC has an interest relating to five (5%) percent or
more of such securities as disclosed on Page 2 hereof, by virtue
of the interest of five percent (5%) or more of such securities
by Oppenheimer Discovery Fund, as disclosed on pages 3 and 4
hereof.  OMC disclaims ownership of such securities, except as
expressly stated herein.

EXHIBIT B

     The undersigned investment company hereby acknowledges and
agrees that a report on Schedule 13G being filed by Oppenheimer
Management Corporation on or about the date hereof, relating to
the Common Stock of Nationsmart Corp., is filed on behalf of the
undersigned.



Dated:  February 9, 1994



OPPENHEIMER DISCOVERY FUND




By:  /s/ Robert G. Zack
     -----------------------------------
     Robert G. Zack
     Assistant Secretary