EX-99

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for September 30, 2006. Net assets of
the Fund were unaffected by the reclassifications.

                                              INCREASE TO         REDUCTION TO
                                              ACCUMULATED      ACCUMULATED NET
    INCREASE TO                            NET INVESTMENT        REALIZED GAIN
    PAID-IN CAPITAL                                INCOME     ON INVESTMENTS 5
    --------------------------------------------------------------------------
    $8,845,539                                   $811,328           $9,656,867

EX-23

Report of Independent Registered Public Accounting Firm



The Shareholders and Board of Trustees
Oppenheimer Balanced Fund:


In planning and performing our audit of the financial statements of Oppenheimer
Balanced Fund (the Fund) as of and for the year ended September 30, 2006, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered its internal control over financial reporting,
including control activities for safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we express no such
opinion.

The management of the Fund is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A company's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. Such internal
control includes policies and procedures that provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of a company's assets that could have a material effect on the
financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A control deficiency exists when the design or operation of a control does not
allow management or employees, in the normal course of performing their assigned
functions, to prevent or detect misstatements on a timely basis. A significant
deficiency is a control deficiency, or combination of control deficiencies, that
adversely affects the company's ability to initiate, authorize, record, process,
or report external financial data reliably in accordance with U.S. generally
accepted accounting principles such that there is more than a remote likelihood
that a misstatement of the company's annual or interim financial statements that
is more than inconsequential will not be prevented or detected. A material
weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be
significant deficiencies or material weaknesses under standards established by
the Public Company Accounting Oversight Board (United States). However, we
noted no deficiencies in the Fund's internal control over financial reporting
and its operation, including controls for safeguarding securities, that we
consider to be a material weakness as defined above as of September 30, 2006.

This report is intended solely for the information and use of management and the
board of trustees of Oppenheimer Balanced Fund and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.





                                    KPMG LLP



Denver, Colorado
November 15, 2006

EX-99.77E LEGAL

LITIGATION

A consolidated amended complaint was filed as a putative class action against
the Manager and the Transfer Agent and other defendants (including 51 of the
Oppenheimer funds including the Fund) in the U.S. District Court for the
Southern District of New York on January 10, 2005 and was amended on March 4,
2005. The complaint alleged, among other things, that the Manager charged
excessive fees for distribution and other costs, and that by permitting and/or
participating in those actions, the Directors/Trustees and the Officers of the
funds breached their fiduciary duties to fund shareholders under the Investment
Company Act of 1940 and at common law. The plaintiffs sought unspecified
damages, an accounting of all fees paid, and an award of attorneys' fees and
litigation expenses.

      In response to the defendants' motions to dismiss the suit, seven of the
eight counts in the complaint, including the claims against certain of the
Oppenheimer funds, as nominal defendants, and against certain present and former
Directors, Trustees and Officers of the funds, and the Distributor, as
defendants, were dismissed with prejudice, by court order dated March 10, 2006,
and the remaining count against the Manager and the Transfer Agent was dismissed
with prejudice by court order dated April 5, 2006. The plaintiffs filed an
appeal of those dismissals on May 11, 2006.

      The Manager believes that the allegations contained in the complaint are
without merit and that there are substantial grounds to sustain the district
court's rulings. The Manager also believes that it is premature to render any
opinion as to the likelihood of an outcome unfavorable to it, the funds, the
Directors/Trustees or the Officers on the appeal of the decisions of the
district court, and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss.