N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-3864

Oppenheimer Balanced Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: September 30

Date of reporting period: 09/30/2008

Item 1. Reports to Stockholders.

September 30, 2008 Management Oppenheimer Commentaries Balanced Fundand Annual Report M A N A G E M E N T C O M M E N TA R I E S Market Recap and Outlook Listing of Top Holdings A N N U A L R E P O RT Fund Performance Discussion Listing of Investments Financial Statements

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries
Software	12.6	%
Media	5.9
Tobacco	4.8
Oil, Gas & Consumable Fuels	3.9
Pharmaceuticals	2.7
Capital Markets	2.2
Industrial Conglomerates	2.0
Insurance	2.0
Health Care Providers & Services	1.9
Internet Software & Services	1.5
Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2008, and are based on net assets.
Top Ten Common Stock Holdings
Take-Two Interactive Software, Inc.	7.0	%
Liberty Global, Inc., Series A	2.6
Liberty Global, Inc., Series C	2.5
Exxon Mobil Corp.	2.4
THQ, Inc.	2.3
Microsoft Corp.	2.2
Philip Morris International, Inc.	2.1
Siemens AG, Sponsored ADR	2.0
Lorillard, Inc.	1.8
Everest Re Group Ltd.	1.7

Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2008, and are based on net assets. For up-to-date Top 10 Fund holdings, please visit www.oppenheimerfunds.com.

10 | OPPENHEIMER BALANCED FUND

Portfolio Allocation Bonds and Notes 48.9% Stocks 48.7 Investment Company 2.4 Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2008, and are based on the total market value of investments.

11 | OPPENHEIMER BALANCED FUND

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended September 30, 2008, followed by a graphical comparison of the Fund’s performance to an appropriate broad-based market index.

Management’s Discussion of Fund Performance. For the fiscal year ended September 30, 2008, Oppenheimer Balanced Fund’s Class A shares (without sales charge) posted a disappointing return of - -20.49%, outperforming one of its benchmarks, the S&P 500 Index, which returned -21.98% and lagging its other benchmark, the Lehman Brothers Aggregate Bond Index, which returned 3.65% during the same time frame. These results stemmed from two primary causes: first, severe underperformance in the bond component and second, the equity component’s brief exposure to select financial services stocks early in the period.

     The bond component’s underperformance was the most significant source of difficulties for the Fund this fiscal year. First, our decision to emphasize non-agency residential mortgages hurt us. The ongoing credit crisis propelled investors to eschew virtually all mortgage-related risk, regardless of a security’s credit quality or maturity. This trend compressed returns in this segment of the spread markets, even for those residential mortgage securities backed by high-quality borrowers with AAA-ratings.

     Second, our decision to emphasize commercial mortgage-backed securities (CMBS) also detracted from Fund returns. Although commercial mortgages bear little resemblance to residential mortgage-backed securities in terms of delinquency rates and potential for impairment currently, they too were shunned by investors this period due to a perceived association and entanglement with the residential mortgage crisis. Notwithstanding a brief rally for CMBS in the second quarter 2008, this sector soon fell sharply, and lagged significantly for the period. Finally, our focus within the credit sector detracted from returns. Emphasizing financial bonds of longer duration hurt us, in two respects: first, financial-related credit suffered by association as troubled financial institutions made headlines; and second, longer-maturity bonds experienced more severe price volatility than shorter-term bonds, in an increasingly turbulent market.

     Next, the equity component’s brief exposure to select financials stocks early in the reporting period detracted significantly from performance. In late 2007, two of the Fund’s equity holdings, UBS AG and E*TRADE Financial Corp., declined sharply in value. Although these two names did not represent large holdings for the Fund, their underperformance was severe enough to exert negative pressure on the Fund for the remainder of the reporting period. We exited these stocks quickly to mitigate their impact on Fund returns, but nonetheless, the Fund lost performance due to these short-lived, but significantly underperforming holdings.

12 | OPPENHEIMER BALANCED FUND

     If not for this factor, the equity component would have posted reasonably good performance for the reporting period. In fact, the equity component nevertheless enjoyed fairly good performance versus its benchmark in a wide variety of industry sectors. Unfortunately, the reporting period was one in which financials stocks suffered so dramatically, even a small or moderate exposure to select names could potentially impair performance for the entire year.

     Notwithstanding the bond component’s underperformance this period, three factors worked in our favor and helped mitigate this component’s losses. Our decision to underweight our exposure to both retail/consumer credit and cyclical names, such as metals, mining and paper company debt, helped, since these areas lagged. Finally, our overweight to specialty chemicals bonds at the expense of commodity chemical names added to returns, as this pocket of the credit market exhibited less sensitivity to current conditions.

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until September 30, 2008. In the case of Class A, Class B and Class C shares, performance is measured over a ten-fiscal-year period. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

     The Fund’s performance is compared to the performance of the S&P 500 Index, a broad-based index of equity securities widely regarded as a general measure of the performance of the U.S. equity securities market. The Fund’s performance is also compared to the Lehman Brothers Aggregate Bond Index, an unmanaged index of U.S. Government Treasury and agency issues, investment grade corporate bond issues and fixed-rate mortgage-backed securities. That index is widely regarded as a measure of the performance of the domestic debt securities market. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments in the index.

13 | OPPENHEIMER BALANCED FUND

FUND PERFORMANCE DISCUSSION

Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

14 | OPPENHEIMER BALANCED FUND

Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent 1% deferred sales charge for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 18 for further information.

15 | OPPENHEIMER BALANCED FUND

FUND PERFORMANCE DISCUSSION

Class C Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

16 | OPPENHEIMER BALANCED FUND

Class N Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent 1% deferred sales charge for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 18 for further information.

17 | OPPENHEIMER BALANCED FUND

NOTES

Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, and other charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 4/24/87. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%. The Fund’s maximum sales charge for Class A shares was lower prior to 4/1/91, so actual performance may have been higher.

Class B shares of the Fund were first publicly offered on 8/29/95. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 12/1/93. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

18 | OPPENHEIMER BALANCED FUND

FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended September 30, 2008.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in

19 | OPPENHEIMER BALANCED FUND

FUND EXPENSES Continued

the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	April 1, 2008		September 30, 2008		September 30, 2008
Actual
Class A	$	1,000.00	$	874.50	$	5.03
Class B		1,000.00		870.80		9.36
Class C		1,000.00		870.10		9.02
Class N		1,000.00		872.80		7.19
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,019.65		5.42
Class B		1,000.00		1,015.05		10.07
Class C		1,000.00		1,015.40		9.72
Class N		1,000.00		1,017.35		7.75

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended September 30, 2008 are as follows:

Class	Expense Ratios
Class A		1.07	%
Class B		1.99
Class C		1.92
Class N		1.53

The expense ratios reflect reduction to custodian expenses and voluntary waivers or reimbursements of expenses by the Fund’s Manager that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

20 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS September 30, 2008

	Shares		Value
Common Stocks—54.0%
Consumer Discretionary—5.9%
Media—5.9%
Jupiter Telecommunications Co. Ltd.		61	$	43,950
Liberty Global, Inc., Series A1		679,227		20,580,578
Liberty Global, Inc., Series C1		688,831		19,349,263
National CineMedia, Inc.		498,620		5,509,751
				45,483,542
Consumer Staples—6.3%
Beverages—0.4%
InBev NV		55,200		3,251,013
Food Products—1.1%
Nestle SA		197,520		8,543,147
Tobacco—4.8%
Altria Group, Inc.		342,460		6,794,406
Lorillard, Inc.		198,660		14,134,659
Philip Morris International, Inc.		342,460		16,472,326
				37,401,391
Energy—3.9%
Oil, Gas & Consumable Fuels—3.9%
Alpha Natural Resources, Inc.1		36,100		1,856,623
BP plc, ADR		93,880		4,709,960
Exxon Mobil Corp.		240,760		18,697,422
Petroleo Brasileiro SA, ADR		119,320		5,244,114
				30,508,119
Financials—5.6%
Capital Markets—2.2%
Credit Suisse Group AG, ADR		219,200		10,582,976
Goldman Sachs Group, Inc. (The)		6,900		883,200
Julius Baer Holding AG		111,912		5,502,157
				16,968,333
Consumer Finance—1.4%
American Express Co.		172,380		6,107,423
SLM Corp.1		428,600		5,288,924
				11,396,347

F1 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Insurance—2.0%
Everest Re Group Ltd.		155,060	$	13,417,342
National Financial Partners Corp.		134,080		2,011,200
				15,428,542
Health Care—7.2%
Biotechnology—1.5%
Amicus Therapeutics, Inc.1		212,610		3,214,663
deCODE genetics, Inc.1		364,060		141,983
Human Genome Sciences, Inc.1		496,100		3,150,235
Orexigen Therapeutics, Inc.1		337,740		3,644,215
Theravance, Inc.1		122,600		1,527,596
				11,678,692
Health Care Equipment & Supplies—0.6%
Beckman Coulter, Inc.		72,710		5,161,683
Health Care Providers & Services—1.9%
Medco Health Solutions, Inc.1		116,320		5,234,400
Skilled Healthcare Group, Inc., Cl. A1		265,480		4,218,477
WellPoint, Inc.1		118,540		5,544,116
				14,996,993
Life Sciences Tools & Services—0.5%
Waters Corp.1		62,600		3,642,068
Pharmaceuticals—2.7%
Abbott Laboratories		110,020		6,334,952
Mylan, Inc.1		686,840		7,843,713
Schering-Plough Corp.		357,300		6,599,331
				20,777,996
Industrials—4.9%
Aerospace & Defense—1.3%
Orbital Sciences Corp.1		144,037		3,452,567
United Technologies Corp.		110,780		6,653,447
				10,106,014
Commercial Services & Supplies—0.0%
Sinomem Technology Ltd.1		2,707,000		274,698
Industrial Conglomerates—2.0%
Siemens AG, Sponsored ADR		167,830		15,757,559

F2 | OPPENHEIMER BALANCED FUND

	Shares		Value
Machinery—1.0%
Joy Global, Inc.		72,800	$	3,286,192
Navistar International Corp.1		78,760		4,267,217
				7,553,409
Trading Companies & Distributors—0.6%
Aircastle Ltd.		449,500		4,454,545
Information Technology—17.1%
Communications Equipment—0.8%
Cisco Systems, Inc.1		260,030		5,866,277
Nortel Networks Corp.1		1,498		3,356
				5,869,633
Computers & Peripherals—1.0%
International Business Machines Corp.		67,570		7,902,987
Internet Software & Services—1.5%
eBay, Inc.1		243,030		5,439,011
Google, Inc., Cl. A1		6,420		2,571,338
Yahoo!, Inc.1		223,780		3,871,394
				11,881,743
Semiconductors & Semiconductor Equipment—1.2%
Lam Research Corp.1		121,100		3,813,439
Texas Instruments, Inc.		262,910		5,652,565
				9,466,004
Software—12.6%
Microsoft Corp.		644,190		17,193,431
Novell, Inc.1		768,640		3,950,810
Synopsys, Inc.1		234,860		4,685,457
Take-Two Interactive Software, Inc.		3,296,947		54,069,931
THQ, Inc.1		1,457,130		17,543,845
				97,443,474
Materials—0.9%
Chemicals—0.5%
Lubrizol Corp. (The)		96,210		4,150,499
Metals & Mining—0.4%
Teck Cominco Ltd., Cl. B		101,300		2,876,473

F3 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Telecommunication Services—1.3%
Diversified Telecommunication Services—0.9%
AT&T, Inc.		240,350	$	6,710,572
Wireless Telecommunication Services—0.4%
Sprint Nextel Corp.		487,550		2,974,055
Utilities—0.9%
Energy Traders—0.9%
AES Corp. (The)1		291,250		3,404,713
Constellation Energy Group, Inc.		47,300		1,149,390
Dynegy, Inc., Cl. A1		343,640		1,230,231
NRG Energy, Inc.1		55,000		1,361,250
				7,145,584
Total Common Stocks (Cost $423,742,791)				419,805,115
Preferred Stocks—1.1%
Companhia Vale do Rio Doce, Sponsored ADR		215,600		3,816,120
Petroleo Brasileiro SA, Preference		275,860		5,010,101
Total Preferred Stocks (Cost $1,495,395)				8,826,221

	Principal
	Amount
Asset-Backed Securities—2.8%
Ace Securities Corp. Home Equity Loan Trust, Asset-Backed Pass-Through Certificates, Series 2005-HE7, Cl. A2B, 3.387%, 11/25/352	$	144,214	143,274
Argent Securities Trust 2004-W8, Asset-Backed Pass-Through Certificates, Series 2004-W8, Cl. A2, 3.687%, 5/25/342		1,500,534	1,323,276
Argent Securities Trust 2006-W5, Asset-Backed Pass-Through Certificates, Series 2006-W5, Cl. A2B, 3.307%, 5/26/362		898,723	870,608
Capital One Prime Auto Receivables Trust, Automobile Asset-Backed Certificates, Series 2005-1, Cl. A4, 2.508%, 4/15/112		3,383,035	3,368,185
Centex Home Equity Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A, Cl. AV2, 3.307%, 5/16/362		809,990	793,660
Citibank Credit Card Issuance Trust, Credit Card Receivable Nts., Series 2003-C4, Cl. C4, 5%, 6/10/15		310,000	246,181
Countrywide Home Loans, Asset-Backed Certificates:
Series 2002-4, Cl. A1, 3.947%, 2/25/332		31,485	25,113
Series 2005-11, Cl. AF2, 4.657%, 2/25/36		313,494	311,346
Series 2005-16, Cl. 2AF2, 5.382%, 5/25/362		1,700,000	1,551,962
Series 2005-17, Cl. 1AF1, 3.407%, 5/25/362		5,745	5,711
Series 2005-17, Cl. 1AF2, 5.363%, 5/25/362		420,000	384,294
CWABS, Inc. Asset-Backed Certificates Trust, Asset-Backed Certificates, Series 2006-25, Cl. 2A2,3.327%, 12/5/292		920,000	780,837

F4 | OPPENHEIMER BALANCED FUND

	Principal
	Amount		Value
Asset-Backed Securities Continued
First Franklin Mortgage Loan Trust 2005-FF10, Mtg. Pass-Through Certificates, Series 2005-FF10, Cl. A3, 3.417%, 11/25/352	$	624,191	$	621,204
First Franklin Mortgage Loan Trust 2006-FF10, Mtg. Pass-Through Certificates, Series 2006-FF10, Cl. A3, 3.297%, 7/25/362		1,230,000		1,171,537
First Franklin Mortgage Loan Trust 2006-FF9, Mtg. Pass-Through Certificates, Series 2006-FF9, Cl. 2A2, 3.317%, 7/7/362		620,000		584,078
Honda Auto Receivables Owner Trust, Automobile Receivable Obligations, Series 2005-2, Cl. A4, 4.15%, 10/15/10		467,271		467,364
HSBC Home Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset-Backed Nts., Series 2005-3, Cl. A1, 2.731%, 1/20/352		531,532		449,936
HSBC Home Equity Loan Trust 2006-4, Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4, Cl. A2V, 3.298%, 3/20/362		340,000		313,103
Lehman XS Trust, Mtg. Pass-Through Certificates, Series 2005-2, Cl. 2A1B, 5.18%, 8/25/352		249,944		248,658
Litigation Settlement Monetized Fee Trust, Asset-Backed Certificates, Series 2001-1A, Cl. A1, 8.33%, 4/25/313		279,649		271,732
MBNA Credit Card Master Note Trust, Credit Card Receivables, Series 2003-C7, Cl. C7, 3.838%, 3/15/162		2,900,000		2,289,375
Option One Mortgage Loan Trust, Asset-Backed Certificates, Series 2006-2, Cl. 2A2, 3.307%, 7/1/362		1,934,732		1,828,293
RAMP Series 2006-RS4 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2006-RS4, Cl. A1, 3.287%, 7/25/362		67,023		66,576
RASC Series 2006-KS7 Trust, Home Equity Mtg. Asset-Backed Pass-Through Certificates, Series 2006-KS7, Cl. A2, 3.307%, 9/25/362		1,453,572		1,386,605
Specialty Underwriting & Residential Finance Trust, Home Equity Asset-Backed Obligations, Series 2005-BC3, Cl. A2B, 3.457%, 6/25/362		177,122		176,409
Structured Asset Investment Loan Trust, Mtg. Pass-Through Certificates, Series 2006-BNC3, Cl. A2, 3.247%, 9/25/362		499,668		489,771
Wells Fargo Home Equity Asset-Backed Securities 2006-2 Trust, Home Equity Asset-Backed Certificates, Series 2006-2, Cl. A2, 3.307%, 7/25/362		1,230,000		1,211,581
Total Asset-Backed Securities (Cost $23,139,888)				21,380,669
Mortgage-Backed Obligations—41.2%
Government Agency—25.5%
FHLMC/FNMA/Sponsored—25.3%
Federal Home Loan Mortgage Corp.:
4.50%, 5/15/18-5/15/19		2,200,047		2,159,322
5%, 8/15/33-12/15/34		2,035,054		1,989,023
6%, 4/15/17-3/15/33		1,639,871		1,671,033
6.50%, 4/15/18-4/1/34		3,426,580		3,549,165
7%, 12/1/23-10/1/31		2,310,727		2,432,894
8%, 4/1/16		36,716		39,231
9%, 8/1/22-5/1/25		10,964		12,077

F5 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

	Principal
	Amount		Value
FHLMC/FNMA/Sponsored Continued
Federal Home Loan Mortgage Corp., Gtd. Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 151, Cl. F, 9%, 5/15/21	$	27,293	$	27,285
Series 2006-11, Cl. PS, 12.808%, 3/25/362		626,350		656,478
Series 2034, Cl. Z, 6.50%, 2/15/28		331,692		344,616
Series 2043, Cl. ZP, 6.50%, 4/15/28		1,011,964		1,045,729
Series 2053, Cl. Z, 6.50%, 4/15/28		339,459		351,499
Series 2055, Cl. ZM, 6.50%, 5/15/28		464,214		478,312
Series 2075, Cl. D, 6.50%, 8/15/28		1,174,401		1,216,108
Series 2080, Cl. Z, 6.50%, 8/15/28		725,950		751,683
Series 2427, Cl. ZM, 6.50%, 3/15/32		1,285,803		1,326,370
Series 2500, Cl. FD, 2.988%, 3/15/322		146,223		144,789
Series 2526, Cl. FE, 2.888%, 6/15/292		209,547		207,367
Series 2551, Cl. FD, 2.888%, 1/15/332		160,877		159,013
Series 2592, Cl. F, 3.238%, 12/15/322		3,313,826		3,265,854
Series 2936, Cl. PE, 5%, 2/1/35		1,448,000		1,348,163
Series 3025, Cl. SJ, 15.629%, 8/15/352		133,918		141,552
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 176, Cl. IO, 12.156%, 6/1/264		275,586		61,235
Series 183, Cl. IO, 10.125%, 4/1/274		439,859		86,275
Series 184, Cl. IO, 16.462%, 12/1/264		481,131		106,024
Series 192, Cl. IO, 12.063%, 2/1/284		137,215		28,813
Series 200, Cl. IO, 11.706%, 1/1/294		168,573		37,778
Series 202, Cl. IO, 0.721%, 4/1/294		1,545,497		320,597
Series 2130, Cl. SC, 8.713%, 3/15/294		357,314		34,286
Series 216, Cl. IO, 11.483%, 12/1/314		325,658		83,522
Series 224, Cl. IO, 8.24%, 3/1/334		1,016,096		228,182
Series 243, Cl. 6, 8.782%, 12/15/324		612,511		139,378
Series 2527, Cl. SG, 28.662%, 2/15/324		461,574		33,880
Series 2531, Cl. ST, 30.563%, 2/15/304		543,432		41,383
Series 2796, Cl. SD, 34.487%, 7/15/264		525,617		48,341
Series 2802, Cl. AS, 65.571%, 4/15/334		923,252		69,539
Series 2920, Cl. S, 40.287%, 1/15/354		3,035,544		256,340
Series 3000, Cl. SE, 70.377%, 7/15/254		3,156,121		209,391
Series 3110, Cl. SL, 93.686%, 2/15/264		529,000		35,240
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security:
Series 176, Cl. PO, 4.699%, 6/1/265		117,079		98,651
Series 192, Cl. PO, 6.572%, 2/1/285		137,214		112,279
Federal National Mortgage Assn.:
4.50%, 8/1/20		1,477,725		1,456,456
4.50%, 10/1/216		10,304,000		10,043,185
5%, 6/1/33-9/25/35		9,212,719		9,007,337
5%, 10/1/21-10/1/386		26,708,000		26,270,050
5%, 9/25/337		569,510		556,806
5.50%, 2/25/33-9/1/36		16,579,484		16,585,493

F6 | OPPENHEIMER BALANCED FUND

	Principal
	Amount		Value
FHLMC/FNMA/Sponsored Continued
Federal National Mortgage Assn.: Continued
5.50%, 10/1/23-10/1/386	$	33,392,000	$	33,341,242
6%, 9/25/19-8/1/34		15,360,414		15,649,725
6%, 10/1/23-10/1/366		8,007,000		8,146,151
6%, 10/25/337		1,383,481		1,408,943
6.50%, 6/25/17-1/1/34		8,722,101		9,045,976
7%, 11/1/17-1/25/35		3,543,137		3,737,402
7.50%, 1/1/33		374,230		405,410
8.50%, 7/1/32		20,848		22,984
Federal National Mortgage Assn. Grantor Trust, Gtd. Trust Mtg. Pass-Through Certificates, Trust 2002-T1, Cl. A2, 7%, 11/25/31		1,026,916		1,075,874
Federal National Mortgage Assn., Gtd. Real Estate Mtg. Investment Conduit Pass-Through Certificates:
Trust 1992-15, Cl. KZ, 7%, 2/25/22		32,274		32,627
Trust 1993-215, Cl. ZQ, 6.50%, 11/25/23		1,130,170		1,174,378
Trust 1993-87, Cl. Z, 6.50%, 6/25/23		893,282		922,159
Trust 1996-35, Cl. Z, 7%, 7/25/26		163,740		170,855
Trust 1998-61, Cl. PL, 6%, 11/25/28		556,684		568,398
Trust 2001-44, Cl. QC, 6%, 9/25/16		1,517,134		1,565,499
Trust 2001-51, Cl. OD, 6.50%, 10/25/31		1,273,947		1,322,847
Trust 2001-70, Cl. LR, 6%, 9/25/30		29,551		29,582
Trust 2001-82, Cl. ZA, 6.50%, 1/25/32		505,286		522,957
Trust 2003-130, Cl. CS, 7.686%, 12/25/332		900,510		820,406
Trust 2003-17, Cl. EQ, 5.50%, 3/25/23		1,138,000		1,086,530
Trust 2003-28, Cl. KG, 5.50%, 4/25/23		1,045,000		1,007,905
Trust 2004-101, Cl. BG, 5%, 1/25/20		1,869,000		1,842,683
Trust 2005-59, Cl. NQ, 8.858%, 5/25/352		666,151		625,208
Trust 2005-71, Cl. DB, 4.50%, 8/25/25		160,000		149,519
Trust 2006-24, Cl. DB, 5.50%, 4/25/26		4,010,000		3,773,464
Trust 2006-46, Cl. SW, 12.441%, 6/25/362		494,060		506,345
Trust 2006-50, Cl. KS, 12.441%, 6/25/362		1,217,567		1,220,030
Trust 2006-50, Cl. SK, 12.441%, 6/25/362		1,102,243		1,102,834
Trust 2006-57, Cl. PA, 5.50%, 8/25/27		2,469,889		2,510,874
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Trust 1993-223, Cl. PM, 53.243%, 10/25/234		14,707		478
Trust 2001-65, Cl. S, 36.448%, 11/25/314		1,453,728		162,784
Trust 2001-81, Cl. S, 24.703%, 1/25/324		305,557		32,825
Trust 2002-38, Cl. IO, 30.804%, 4/25/324		512,260		47,302
Trust 2002-47, Cl. NS, 22.861%, 4/25/324		612,337		66,260
Trust 2002-51, Cl. S, 23.126%, 8/25/324		562,262		60,603
Trust 2002-52, Cl. SD, 21.859%, 9/25/324		630,972		62,553
Trust 2002-60, Cl. SM, 34.36%, 8/25/324		80,007		8,612
Trust 2002-7, Cl. SK, 36.545%, 1/25/324		26,154		2,579
Trust 2002-77, Cl. BS, 29.388%, 12/18/324		47,156		5,301
Trust 2002-77, Cl. IS, 27.558%, 12/18/324		872,739		89,656
Trust 2002-77, Cl. JS, 29.068%, 12/18/324		81,940		9,218
Trust 2002-77, Cl. SA, 29.514%, 12/18/324		76,017		8,348
Trust 2002-77, Cl. SH, 27.399%, 12/18/324		409,358		46,682

F7 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

	Principal
	Amount		Value
FHLMC/FNMA/Sponsored Continued
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: Continued
Trust 2002-9, Cl. MS, 23.617%, 3/25/324	$	422,586	$	47,276
Trust 2002-90, Cl. SN, 34.358%, 8/25/324		40,723		4,511
Trust 2002-90, Cl. SY, 36.896%, 9/25/324		19,314		2,178
Trust 2002-96, Cl. SK, 38.545%, 4/25/324		3,904,770		550,038
Trust 2003-118, Cl. S, 34.318%, 12/25/334		2,787,772		333,001
Trust 2003-33, Cl. SP, 39.933%, 5/25/334		1,556,064		190,188
Trust 2003-4, Cl. S, 35.071%, 2/25/334		821,020		96,599
Trust 2003-46, Cl. IH, 0.865%, 6/1/334		5,402,963		1,092,853
Trust 2003-89, Cl. XS, 27.165%, 11/25/324		858,877		74,108
Trust 2004-54, Cl. DS, 26.743%, 11/25/304		580,250		56,294
Trust 2005-19, Cl. SA, 40.36%, 3/25/354		7,985,591		637,938
Trust 2005-40, Cl. SA, 40.51%, 5/25/354		1,699,946		139,559
Trust 2005-6, Cl. SE, 49.011%, 2/25/354		2,216,770		184,432
Trust 2005-71, Cl. SA, 51.898%, 8/25/254		1,977,154		159,111
Trust 2005-87, Cl. SE, 99.999%, 10/25/354		4,643,303		302,034
Trust 2005-87, Cl. SG, 72.624%, 10/25/354		4,347,406		382,785
Trust 2006-33, Cl. SP, 56.557%, 5/25/364		4,972,203		514,223
Trust 2006-42, Cl. CI, 28.061%, 6/25/364		1,035,849		91,807
Trust 214, Cl. 2, 21.762%, 3/1/234		753,638		178,574
Trust 222, Cl. 2, 17.777%, 6/1/234		1,033,743		240,769
Trust 240, Cl. 2, 22.297%, 9/1/234		1,615,124		405,011
Trust 247, Cl. 2, 18.886%, 10/1/234		201,276		50,897
Trust 252, Cl. 2, 16.858%, 11/1/234		753,242		188,023
Trust 273, Cl. 2, 15.314%, 8/1/264		209,503		45,661
Trust 302, Cl. 2, 2.575%, 6/1/294		298,009		64,400
Trust 319, Cl. 2, 11.424%, 2/1/324		302,921		71,272
Trust 321, Cl. 2, 6.834%, 4/1/324		3,118,028		728,330
Trust 331, Cl. 9, 15.993%, 2/1/334		103,596		23,339
Trust 333, Cl. 2, 3.891%, 4/1/334		1,623,299		356,212
Trust 334, Cl. 17, 22.723%, 2/1/334		502,323		119,215
Trust 334, Cl. 3, 11.057%, 7/1/334		289,029		63,407
Trust 338, Cl. 2, 2.812%, 7/1/334		691,690		152,058
Trust 339, Cl. 12, 9.777%, 7/1/334		1,106,674		252,415
Trust 339, Cl. 7, 7.895%, 7/1/334		2,284,315		497,888
Trust 339, Cl. 8, 8.584%, 8/1/334		159,630		35,323
Trust 342, Cl. 2, 11.467%, 9/1/334		30,862		6,954
Trust 343, Cl. 13, 10.171%, 9/1/334		891,544		198,050
Trust 343, Cl. 18, 11.165%, 5/1/344		156,586		32,336
Trust 344, Cl. 2, 8.95%, 12/1/334		5,054,780		1,120,245
Trust 345, Cl. 9, 11.196%, 1/1/344		1,442,970		286,924
Trust 346, Cl. 2, 2.956%, 12/1/334		723,890		159,221
Trust 351, Cl. 10, 9.48%, 4/1/344		268,120		59,020
Trust 351, Cl. 11, 9.889%, 11/1/344		177,507		36,278
Trust 351, Cl. 8, 8.01%, 4/1/344		534,804		107,395
Trust 355, Cl. 7, 9.006%, 11/1/334		98,787		22,246
Trust 356, Cl. 10, 9.542%, 6/1/354		473,844		112,148
Trust 356, Cl. 12, 7.968%, 2/1/354		244,560		57,909

F8 | OPPENHEIMER BALANCED FUND

	Principal
	Amount		Value
FHLMC/FNMA/Sponsored Continued
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: Continued
Trust 356, Cl. 6, 9.598%, 12/1/334	$	127,037	$	28,179
Trust 362, Cl. 12, 9.281%, 8/1/354		4,548,554		1,062,981
Trust 362, Cl. 13, 7.491%, 8/1/354		2,520,501		589,353
Trust 364, Cl. 16, 9.857%, 9/1/354		1,139,021		276,828
Federal National Mortgage Assn., Principal-Only Stripped Mtg.-Backed Security, Trust 1993-184, Cl. M, 5.008%, 9/25/235		379,532		297,591
				196,445,419
GNMA/Guaranteed—0.2%
Government National Mortgage Assn.:
5.375%, 4/8/262		17,800		17,946
7%, 4/29/09-4/29/26		178,502		188,481
7.50%, 3/29/09-5/29/27		634,276		684,509
8%, 5/30/17		25,716		28,064
8.50%, 8/1/17-12/15/17		16,552		18,141
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 2001-21, Cl. SB, 41.769%, 1/16/274		731,707		75,995
Series 2002-15, Cl. SM, 35.996%, 2/16/324		605,716		59,413
Series 2002-76, Cl. SY, 38.531%, 12/16/264		1,475,236		154,430
Series 2004-11, Cl. SM, 22.345%, 1/17/304		467,552		48,326
Series 2006-47, Cl. SA, 37.964%, 8/16/364		3,430,767		311,608
				1,586,913
Non-Agency—15.7%
Commercial—6.2%
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates, Series 2006-1, Cl. AM, 5.421%, 9/1/45		3,700,000		3,007,877
Banc of America Funding Corp., Mtg. Pass-Through Certificates, Series 2004-2, Cl. 2A1, 6.50%, 7/20/32		861,167		862,156
Banc of America Mortgage Securities, Inc., Mtg. Pass-Through Certificates, Series 2004-8, Cl. 5A1, 6.50%, 5/25/32		764,275		708,546
ChaseFlex Trust 2006-2, Multiclass Mtg. Pass-Through Certificates, Series 2006-2, Cl. A1B, 2.572%, 9/25/362		239,068		234,697
Citigroup Commercial Mortgage Trust 2008-C7, Commercial Mtg. Pass-Through Certificates, Series 2008-C7, Cl. AM, 6.404%, 12/1/492		1,700,000		1,355,498
Citigroup Mortgage Loan Trust, Inc. 2006-WF1, Asset-Backed Pass-Through Certificates, Series 2006-WF1, Cl. A2B, 5.536%, 3/1/36		121,763		120,032
Citigroup/Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. A2B, 5.205%, 12/11/49		2,150,000		2,002,026

F9 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

	Principal
	Amount		Value
Commercial Continued
CitiMortgage Alternative Loan Trust 2006-A5, Real Estate Mtg. Investment Conduit Pass-Through Certificates:
Series 2006-A5, Cl. 1A1, 3.607%, 10/25/362	$	2,755,377	$	2,373,142
Series 2006-A5, Cl. 1A13, 3.657%, 10/25/362		1,456,093		1,201,148
CWALT Alternative Loan Trust 2006-HY13, Mtg. Pass-Through Certificates, Series 2006-HY13, Cl. 3A1, 5.975%, 1/1/472		579,974		486,109
Deutsche Alt-A Securities Mortgage Loan Trust, Mtg. Pass-Through Certificates:
Series 2006-AB2, Cl. A7, 5.961%, 6/25/36		446,695		441,684
Series 2006-AB4, Cl. A1A, 6.005%, 10/25/36		1,418,723		1,387,880
Series 2006-AB3, Cl. A7, 6.36%, 7/1/36		159,368		156,546
First Horizon Alternative Mortgage Securities Trust 2004-FA2, Mtg. Pass-Through Certificates, Series 2004-FA2, Cl. 3A1, 6%, 1/25/35		736,137		626,312
First Horizon Alternative Mortgage Securities Trust 2007-FA2, Mtg. Pass-Through Certificates, Series 2007-FA2, Cl. 1A1, 5.50%, 4/25/37		866,570		783,756
GE Capital Commercial Mortgage Corp., Commercial Mtg. Obligations, Series 2004-C3, Cl. A2, 4.433%, 7/10/39		960,000		947,750
Greenwich Capital Commercial Mortgage 2007-GG11, Commercial Mtg. Pass-Through Certificates, Series 2007-GG11, Cl. A4, 5.736%, 8/1/17		1,670,000		1,421,665
GSR Mortgage Loan Trust 2006-2F, Mtg. Pass-Through Certificates, Series 2006-2F, Cl. 2A2, 5.75%, 2/1/36		103,110		83,882
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates:
Series 2005-LDP4, Cl. AM, 4.999%, 10/1/42		1,000,000		839,462
Series 2007-LDPX, Cl. A2S, 5.305%, 1/15/49		3,400,000		3,163,139
Series 2007-LD12, Cl. A2, 5.827%, 2/15/51		1,020,000		957,388
Series 2008-C2, Cl. A4, 6.068%, 2/1/51		3,460,000		2,991,141
LB-UBS Commercial Mortgage Trust 2006-C1, Commercial Mtg. Pass-Through Certificates:
Series 2006-C1, Cl. A2, 5.084%, 2/11/31		2,090,000		2,020,278
Series 2006-C1, Cl. AM, 5.217%, 2/11/312		2,090,000		1,677,205
LB-UBS Commercial Mortgage Trust 2007-C1, Commercial Mtg. Pass-Through Certificates, Series 2007-C1, Cl. A2, 5.318%, 1/15/12		1,780,000		1,665,995
Mastr Alternative Loan Trust, CMO Pass-Through Certificates, Series 2004-6, Cl. 10A1, 6%, 7/25/34		1,284,118		1,134,725
Merrill Lynch Mortgage Investors Trust 2005-A9, Mtg. Asset-Backed Certificates, Series 2005-A9, Cl. 4A1, 5.492%, 12/1/352		2,108,691		1,721,759
Merrill Lynch/Countrywide Commercial Mortgage Trust 2007-9, Commercial Mtg. Pass-Through Certificates, Series 2007-9, Cl. A4, 5.70%, 9/1/17		2,190,000		1,860,011
Nomura Asset Securities Corp., Commercial Mtg. Pass-Through Certificates, Series 1998-D6, Cl. A1B, 6.59%, 3/15/30		123,547		123,518
Prudential Mortgage Capital Co. II LLC, Commercial Mtg. Pass-Through Certificates, Series PRU-HTG 2000-C1, Cl. A2, 7.306%, 10/6/15		1,554,000		1,582,041

F10 | OPPENHEIMER BALANCED FUND

	Principal
	Amount		Value
Commercial Continued
RALI Series 2007-QS6 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2007-QS6, Cl. A114, 5.75%, 4/25/37	$	1,245,625	$	1,012,142
Residential Asset Securitization Trust 2006-A9CB, Mtg. Pass-Through Certificates, Series 2006-A9CB, Cl. A5, 6%, 9/25/36		1,556,059		1,441,912
STARM Mortgage Loan Trust 2007-3, Mtg. Pass-Through Certificates, Series 2007-3, Cl. 1A1, 5.659%, 6/1/372,3		2,777,034		2,291,053
Wachovia Bank Commercial Mortgage Trust 2006-C29, Commercial Mtg. Pass-Through Certificates, Series 2006-C29, Cl. A2, 5.272%, 11/15/48		492,000		467,784
WaMu Mortgage Pass-Through Certificates 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 1A4, 5.877%, 8/1/462		3,460,388		2,875,338
WaMu Mortgage Pass-Through Certificates 2007-HY1 Trust, Mtg. Pass-Through Certificates, Series 2007-HY1, Cl. 1A2, 5.711%, 2/25/372,3		721,210		288,484
WaMu Mortgage Pass-Through Certificates 2007-HY3 Trust, Mtg. Pass-Through Certificates, Series 2007-HY3, Cl. 2A2, 5.668%, 3/1/372		1,867,212		1,111,017
WaMu Mortgage Pass-Through Certificates 2007-HY4 Trust, Mtg. Pass-Through Certificates, Series 2007-HY4, Cl. 5A1, 5.584%, 11/1/362		536,308		420,215
WaMu Mortgage Pass-Through Certificates 2007-HY5 Trust, Mtg. Pass-Through Certificates, Series 2007-HY5, Cl. 2A3, 5.658%, 5/1/372		570,684		475,571
				48,320,884
Manufactured Housing—0.7%
Wells Fargo Mortgage-Backed Securities 2006-AR12 Trust, Mtg. Pass-Through Certificates, Series 2006-AR12, Cl. 2A1, 6.10%, 9/25/362,7		2,882,160		2,409,700
Wells Fargo Mortgage-Backed Securities 2006-AR2 Trust, Mtg. Pass-Through Certificates, Series 2006-AR2, Cl. 2A5, 5.106%, 3/25/362		3,501,916		3,115,341
				5,525,041
Multifamily—4.1%
Banc of America Mortgage Securities, Inc., Mtg. Pass-Through Certificates:
Series 2003-E, Cl. 2A2, 4.709%, 6/25/332		1,625,512		1,621,355
Series 2005-F, Cl. 2A3, 4.71%, 7/25/352		2,548,455		2,343,624
Bear Stearns ARM Trust 2006-4, Mtg. Pass-Through Certificates, Series 2006-4, Cl. 2A1, 5.788%, 10/25/362		1,370,360		994,984
CHL Mortgage Pass-Through Trust 2003-46, Mtg. Pass-Through Certificates, Series 2003-46, Cl. 1A2, 4.411%, 1/19/342		1,445,139		1,443,150
CHL Mortgage Pass-Through Trust 2005-6, Mtg. Pass-Through Certificates, Series 2005-6, Cl. 2A1, 5.50%, 4/1/35		84,218		74,023
CHL Mortgage Pass-Through Trust 2005-HYB1, Mtg. Pass-Through Certificates, Series 2005-HYB1, Cl. 1A2, 4.981%, 3/25/352		2,434,614		1,957,582
CHL Mortgage Pass-Through Trust 2007-HY1, Mtg. Pass-Through Certificates, Series 2007-HY1, Cl. 1A1, 5.696%, 4/25/372		3,520,172		2,712,308
Citigroup Mortgage Loan Trust, Inc. 2006-AR5, Asset-Backed Pass-Through Certificates, Series 2006-AR5, Cl. 1A3A, 5.888%, 7/25/362		1,162,830		1,012,443

F11 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

	Principal
	Amount		Value
Multifamily Continued
CWALT Alternative Loan Trust 2004-28CB, Mtg. Pass-Through Certificates, Series 2004-28CB, Cl. 2A4, 5.75%, 1/25/35	$	2,325,000	$	1,889,347
CWALT Alternative Loan Trust 2005-85CB, Mtg. Pass-Through Certificates, Series 2005-85CB, Cl. 2A3, 5.50%, 2/25/36		1,730,000		1,520,586
GMAC Mortgage Corp. Loan Trust, Mtg. Pass-Through Certificates:
Series 2005-AR4, Cl. 2A1, 5.30%, 7/19/352		2,512,711		2,117,101
Series 2004-J4, Cl. A7, 5.50%, 9/25/34		1,600,000		1,357,936
GSR Mortgage Loan Trust 2005-AR7, Mtg. Pass-Through Certificates, Series 2005-AR7, Cl. 3A1, 5.144%, 11/25/352		4,020,179		3,596,466
Merrill Lynch Mortgage Investors Trust 2007-2, Mtg. Pass-Through Certificates, Series 2007-2, Cl. 2A1, 5.975%, 6/25/372		3,027,432		2,677,503
Wells Fargo Mortgage-Backed Securities 2004-AA Trust, Mtg. Pass-Through Certificates, Series 2004-AA, Cl. 2A, 4.992%, 12/25/342		825,808		750,776
Wells Fargo Mortgage-Backed Securities 2004-S Trust, Mtg. Pass-Through Certificates, Series 2004-S, Cl. A1, 3.621%, 9/25/342		689,244		609,290
Wells Fargo Mortgage-Backed Securities 2005-AR2 Trust, Mtg. Pass-Through Certificates, Series 2005-AR2, Cl. 2A2, 4.549%, 3/25/352		494,210		428,176
Wells Fargo Mortgage-Backed Securities 2005-AR4 Trust, Mtg. Pass-Through Certificates, Series 2005-AR4, Cl. 2A2, 4.537%, 4/25/352		822,793		714,643
Wells Fargo Mortgage-Backed Securities 2006-AR10 Trust, Mtg. Pass-Through Certificates:
Series 2006-AR10, Cl. 4A1, 5.561%, 7/25/362		1,709,848		1,405,993
Series 2006-AR10, Cl. 2A1, 5.636%, 7/25/362		1,313,661		1,010,082
Wells Fargo Mortgage-Backed Securities 2006-AR2 Trust, Mtg. Pass-Through Certificates, Series 2006-AR2, Cl. 2A6, 5.106%, 3/25/362		674,009		523,152
Wells Fargo Mortgage-Backed Securities 2006-AR6 Trust, Mtg. Pass-Through Certificates, Series 2006-AR6, Cl. 3A1, 5.093%, 3/25/362		877,042		804,238
				31,564,758
Residential—4.7%
Banc of America Commercial Mortgage, Inc., Commercial Mtg. Pass-Through Certificates, Series 2007-4, Cl. A4, 5.936%, 7/1/172		1,730,000		1,482,935
Chase Mortgage Finance Trust 2005-S1, Multiclass Mtg. Pass-Through Certificates, Series 2005-S1, Cl. 1A5, 5.50%, 5/25/35		1,000,000		844,861
CHL Mortgage Pass-Through Trust 2007-HY4, Mtg. Pass-Through Certificates, Series 2007-HY4, Cl. 1A1, 6.092%, 9/1/472		3,629,130		2,820,447
CWALT Alternative Loan Trust 2004-24CB, Mtg. Pass-Through Certificates, Series 2004-24CB, Cl. 1A1, 6%, 11/1/34		1,381,030		1,234,176
CWALT Alternative Loan Trust 2004-28CB, Mtg. Pass-Through Certificates, Series 2004-28CB, Cl. 3A1, 6%, 1/1/35		1,122,047		856,498
CWALT Alternative Loan Trust 2005-18CB, Mtg. Pass-Through Certificates, Series 2005-18CB, Cl. A8, 5.50%, 5/25/36		2,340,000		1,797,407

F12 | OPPENHEIMER BALANCED FUND

	Principal
	Amount		Value
Residential Continued
CWALT Alternative Loan Trust 2005-J1, Mtg. Pass-Through Certificates, Series 2005-J1, Cl. 3A1, 6.50%, 8/25/32	$	1,752,642	$	1,536,593
CWALT Alternative Loan Trust 2005-J3, Mtg. Pass-Through Certificates, Series 2005-J3, Cl. 3A1, 6.50%, 9/25/34		1,043,198		920,872
LB-UBS Commercial Mortgage Trust 2007-C7, Commercial Mtg. Pass-Through Certificates:
Series 2007-C7, Cl. A3, 5.866%, 9/11/45		3,870,000		3,326,252
Series 2007-C7, Cl. AM, 6.374%, 9/11/452		1,220,000		976,368
Morgan Stanley Mortgage Loan Trust 2006-AR, Mtg. Pass-Through Certificates, Series 2006-AR, Cl. 5A3, 5.417%, 6/25/362		1,070,000		891,884
RALI Series 2003-QS1 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2003-QS1, Cl. A2, 5.75%, 1/25/33		534,163		503,410
RALI Series 2004-QS10 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2004-QS10, Cl. A3, 3.707%, 7/25/342		367,175		329,986
RALI Series 2006-QS13 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS13, Cl. 1A8, 6%, 9/25/36		808,572		804,546
RALI Series 2006-QS5 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2006-QS5, Cl. 2A2, 6%, 5/1/36		502,988		489,328
STARM Mortgage Loan Trust 2007-S1, Mtg. Pass-Through Certificates, Series 2007-S1, Cl. 3A1, 5.01%, 8/1/222		3,854,261		3,468,835
WaMu Mortgage Pass-Through Certificates 2003-AR9 Trust, Mtg. Pass-Through Certificates, Series 2003-AR9, Cl. 2A, 4.489%, 9/25/332		1,018,776		984,630
WaMu Mortgage Pass-Through Certificates 2006-AR12 Trust, Mtg. Pass-Through Certificates, Series 2006-AR12, Cl. 2A1, 5.75%, 10/25/362		3,552,043		2,703,077
WaMu Mortgage Pass-Through Certificates 2006-AR8 Trust, Mtg. Pass-Through Certificates, Series 2006-AR8, Cl. 2A1, 6.128%, 8/25/362		3,277,055		2,922,530
WaMu Mortgage Pass-Through Certificates 2007-HY2 Trust, Mtg. Pass-Through Certificates, Series 2007-HY2, Cl. 2A1, 6.612%, 11/1/362		318,990		276,498
WaMu Mortgage Pass-Through Certificates 2007-HY6 Trust, Mtg. Pass-Through Certificates, Series 2007-HY6, Cl. 2A1, 5.695%, 6/25/372		2,413,022		1,970,236
Washington Mutual Mortgage Pass-Through Certificates, Mtg. Pass-Through Certificates, Series 2007-1, Cl. 1A8, 6%, 2/25/37		3,669,810		3,563,365
Wells Fargo Mortgage-Backed Securities 2003-6 Trust, Mtg. Pass-Through Certificates, Series 2003-6, Cl. 1A1, 5%, 6/25/18		1,324,045		1,250,050
Wells Fargo Mortgage-Backed Securities 2004-R Trust, Mtg. Pass-Through Certificates, Series 2004-R, Cl. 2A1, 4.369%, 9/1/342		229,473		193,734
Wells Fargo Mortgage-Backed Securities 2006-AR5 Trust, Mtg. Pass-Through Certificates, Series 2006-AR5, Cl. 2A2, 5.539%, 4/1/362,3		1,478,825		709,836
				36,858,354
Total Mortgage-Backed Obligations (Cost $334,420,317)				320,301,369

F13 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes—11.1%
ABN Amro Bank NV (NY Branch), 7.125% Sub. Nts., Series B, 10/15/93	$	500,000	$	489,695
Albertson’s, Inc., 8% Sr. Unsec. Debs., 5/1/31		1,715,000		1,594,646
American International Group, Inc., 6.25% Jr. Sub. Bonds, 3/15/37		1,160,000		185,873
Axa SA, 6.379% Sub. Perpetual Bonds8,9		4,620,000		2,579,318
Bank of America Corp.:
8% Unsec. Perpetual Bonds, Series K9		2,790,000		2,211,298
8.125% Perpetual Bonds, Series M9		495,000		400,549
Barclays Bank plc, 6.278% Perpetual Bonds9		5,230,000		3,828,778
Belo Corp., 8% Sr. Unsec. Unsub. Nts., 11/1/08		3,005,000		2,944,900
Buckeye Partners LP, 4.625% Sr. Nts., 7/15/13		660,000		630,206
Capmark Financial Group, Inc.:
3.453% Sr. Unsec. Nts., 5/10/102		730,000		518,610
5.875% Sr. Unsec. Nts., 5/10/12		1,160,000		578,774
Centex Corp., 5.80% Sr. Unsec. Nts., 9/15/093		1,520,000		1,444,000
CIT Group Funding Co. of Canada, 4.65% Sr. Unsec. Nts., 7/1/10		1,320,000		933,421
Citigroup, Inc.:
8.30% Jr. Sub. Bonds, 12/21/572		3,950,000		2,944,022
8.40% Perpetual Bonds, Series E9		1,595,000		1,087,646
Clear Channel Communications, Inc., 6.25% Nts., 3/15/11		1,425,000		926,250
Coca-Cola Co. (The), 7.375% Unsec. Debs., 7/29/93		440,000		487,358
D.R. Horton, Inc., 8% Sr. Nts., 2/1/093		785,000		776,169
Delhaize America, Inc., 9% Unsub. Debs., 4/15/31		252,000		264,668
Dillard’s, Inc., 6.625% Unsec. Nts., 11/15/083		900,000		902,250
EchoStar DBS Corp., 5.75% Sr. Unsec. Nts., 10/1/083		2,530,000		2,530,000
Energy Transfer Partners LP, 5.65% Sr. Unsec. Unsub. Nts., 8/1/12		405,000		393,984
Ford Motor Credit Co., 9.75% Sr. Unsec. Nts., 9/15/10		3,920,000		2,812,502
Gap, Inc. (The), 10.05% Unsub. Nts., 12/15/082,3		228,000		230,565
General Motors Acceptance Corp., 8% Bonds, 11/1/31		2,925,000		1,103,804
Goldman Sachs Capital, Inc. (The), 6.345% Sub. Bonds, 2/15/34		3,665,000		2,409,342
HBOS plc, 6.413% Sub. Perpetual Bonds, Series A8,9		6,200,000		3,498,269
HSBC Finance Capital Trust IX, 5.911% Nts., 11/30/352		5,240,000		3,939,118
Hyundai Motor Manufacturing Alabama LLC, 5.30% Sr. Unsec. Nts., 12/19/088		1,140,000		1,142,335
JPMorgan Chase & Co., 7.90% Perpetual Bonds, Series 19		3,210,000		2,709,661
Kaneb Pipe Line Operating Partnership LP, 5.875% Sr. Unsec. Nts., 6/1/13		1,630,000		1,588,469
Lehman Brothers Holdings, Inc., 7.50% Sub. Nts., 5/11/3810		6,325,000		31,625
Lennar Corp., 7.625% Sr. Unsec. Nts., 3/1/09		1,915,000		1,857,550
Liberty Media Corp., 7.875% Sr. Nts., 7/15/09		610,000		614,944
Liberty Media LLC, 7.75% Sr. Nts., 7/15/09		1,835,000		1,847,612
Macy’s Retail Holdings, Inc., 4.80% Sr. Nts., 7/15/09		1,860,000		1,818,239

F14 | OPPENHEIMER BALANCED FUND

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
MBIA, Inc., 5.70% Sr. Unsec. Unsub. Nts., 12/1/34	$	1,100,000	$	606,659
Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Bonds, 5/14/38		3,935,000		3,308,981
MetLife Capital Trust X, 9.25% Sec. Bonds, 4/8/682		600,000		569,739
MetLife, Inc., 6.40% Jr. Unsec. Sub. Bonds, 12/15/662		3,450,000		2,151,672
MGM Mirage, Inc., 6% Sr. Sec. Nts., 10/1/09		2,585,000		2,429,900
Monongahela Power Co., 7.36% Unsec. Nts., Series A, 1/15/10		2,035,000		2,093,193
NCR Corp., 7.125% Sr. Unsec. Unsub. Nts., 6/15/09		1,735,000		1,745,011
PF Export Receivables Master Trust, 3.748% Sr. Nts., Series B, 6/1/138		401,050		405,410
Popular North America, Inc., 4.70% Nts., 6/30/09		2,540,000		2,468,476
Prudential Holdings LLC, 8.695% Bonds, Series C, 12/18/238		2,520,000		2,919,793
Prudential Insurance Co. of America, 8.30% Nts., 7/1/258		2,140,000		2,378,993
Qwest Corp.:
5.625% Unsec. Nts., 11/15/083		245,000		243,775
8.875% Unsec. Unsub. Nts., 3/15/12		1,445,000		1,423,325
R&B Falcon Corp., 9.50% Sr. Unsec. Nts., 12/15/08		750,000		757,436
SLM Corp., 4% Nts., 1/15/09		1,895,000		1,553,881
TEPPCO Partners LP, 6.125% Nts., 2/1/13		930,000		945,059
Tribune Co., 5.50% Nts., Series E, 10/6/083		1,485,000		1,477,575
Univision Communications, Inc., 3.875% Sr. Unsec. Nts., 10/15/08		590,000		587,050
Valero Logistics Operations LP, 6.05% Nts., 3/15/13		435,000		421,581
Washington Mutual Bank NV, 2.891% Sr. Unsec. Nts., 5/1/092		2,185,000		535,325
Westar Energy, Inc., 7.125% Sr. Unsec. Nts., 8/1/09		1,950,000		1,999,052
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp., 6.625% Nts., 12/1/14		1,565,000		1,341,988
Total Non-Convertible Corporate Bonds and Notes (Cost $112,007,730)				86,620,324
Convertible Corporate Bonds and Notes—0.3%
Theravance, Inc., 3% Cv. Sub. Nts., 1/15/15 (Cost $2,712,000)		2,712,000		1,966,200

	Shares
Investment Company—2.7%
Oppenheimer Institutional Money Market Fund, Cl. E, 3.15%11,12 (Cost $21,175,009)		21,175,009			21,175,009
Total Investments, at Value (Cost $918,693,130)		113.2	%		880,074,907
Liabilities in Excess of Other Assets		(13.2	)		(102,892,215	)
Net Assets		100.0	%	$	777,182,692

Industry classifications are unaudited.

F15 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments

1.	Non-income producing security.
2.	Represents the current interest rate for a variable or increasing rate security.
3.	Illiquid security. The aggregate value of illiquid securities as of September 30, 2008 was $11,165,439, which represents 1.44% of the Fund’s net assets. See Note 8 of accompanying Notes.
4.	Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $15,560,973 or 2.00% of the Fund’s net assets as of September 30, 2008.
5.	Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $508,521 or 0.07% of the Fund’s net assets as of September 30, 2008.
6.	When-issued security or delayed delivery to be delivered and settled after September 30, 2008. See Note 1 of accompanying Notes.
7.	All or a portion of the security is held in collateralized accounts to cover initial margin requirements on open futures contracts. The aggregate market value of such securities is $1,593,816. See Note 6 of accompanying Notes.
8.	Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $12,924,118 or 1.66% of the Fund’s net assets as of September 30, 2008.
9.	This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.
10.	Issue is in default. See Note 1 of accompanying Notes.
11.	Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended September 30, 2008, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares						Shares
	September 30,		Gross		Gross		September 30,
	2007		Additions		Reductions		2008
OFI Liquid Assets Fund, LLC		—		1,412,413		1,412,413		—
Oppenheimer Institutional Money Market Fund, Cl. E		73,733,633		445,009,545		497,568,169		21,175,009

	Value		Income
OFI Liquid Assets Fund, LLC	$	—	$	203	a
Oppenheimer Institutional Money Market Fund, Cl. E		21,175,009		2,151,255
	$	21,175,009	$	2,151,458

     a. Net of compensation to counterparties.

12. Rate shown is the 7-day yield as of September 30, 2008.

Foreign Currency Exchange Contracts as of September 30, 2008 are as follows:

		Contract
		Amount	Expiration				Unrealized
Contract Description	Buy/Sell	(000s)	Dates		Value		Appreciation
Singapore Dollar (SGD)	Sell	26 SGD		10/2/08-10/3/08	$	18,138	$	105

F16 | OPPENHEIMER BALANCED FUND

Futures Contracts as of September 30, 2008 are as follows:

								Unrealized
		Number of		Expiration				Appreciation
Contract Description	Buy/Sell	Contracts		Date		Value		(Depreciation)
U.S. Long Bonds, 20 yr.	Buy		259		12/19/08	$	30,347,516	$	(394,951	)
U.S. Treasury Nts., 2 yr.	Sell		587		12/31/08		125,287,813		(620,787	)
U.S. Treasury Nts., 5 yr.	Buy		60		12/31/08		6,734,063		21,431
U.S. Treasury Nts., 10 yr.	Sell		260		12/19/08		29,802,500		417,257
								$	(577,050	)

Credit Default Swap Contracts as of September 30, 2008 are as follows:

										Upfront
		Buy/Sell	Notional							Payment
Swap		Credit	Amount		Pay/Receive			Termination		Received/
Counterparty	Reference Entity	Protection	(000s)		Fixed Rate			Date		(Paid)		Value
Barclays Bank plc:
	ABX.HE.AA.06-2 Index	Sell	$	750		0.170	%		5/25/46	$	580,213	$	(579,948	)
	American International Group, Inc.	Sell		535		3.000			3/20/09		—		(14,365	)
	American International Group, Inc.	Sell		1,480		4.000			3/20/09		—		(32,718	)
	American International Group, Inc.	Sell		1,290		5.350			3/20/09		—		(20,255	)
	Capmark Financial Group, Inc.	Sell		1,020		1.000			6/20/12		—		(427,783	)
	Citigroup, Inc.	Sell		280		10.500			6/20/09		—		(9,979	)
	Dillard’s, Inc.	Sell		750		1.900			12/20/08		—		(7,092	)
	HCP, Inc.	Sell		935		4.600			3/20/09		—		754
	iStar Financial, Inc.	Sell		1,000		4.400			12/20/12		—		(373,285	)
	Kohl’s Corp.	Buy		595		1.180			6/20/18		—		7,696
	Kohl’s Corp.	Sell		595		1.080			6/20/13		—		(3,087	)
	Kohl’s Corp.	Sell		600		0.900			6/20/13		—		(7,657	)
	Kohl’s Corp.	Buy		600		1.040			6/20/18		—		13,952
	Lehman Brothers Holdings, Inc.	Sell		2,205		0.490			9/20/10		—		(1,941,176	)
	Lehman Brothers Holdings, Inc.	Sell		120		9.600			9/20/09		—		(105,642	)
	Merrill Lynch & Co., Inc.	Sell		2,355		4.150			9/20/09		—		2,833
	Six Flags, Inc.	Sell		1,075		8.250			12/20/08		—		(12,635	)
	The Goldman Sachs Group, Inc.	Sell		1,140		5.750			12/20/09		—		2,978
	XL Capital Ltd.	Sell		1,295		3.550			9/20/09		—		658
											580,213		(3,506,751	)
Credit Suisse International:
	iStar Financial, Inc.	Sell		145		4.000			12/20/12		—		(55,279	)
	iStar Financial, Inc.	Sell		340		12.000			3/20/09		—		(31,572	)
	JPMorgan Chase & Co.	Sell		1,545		2.088			12/20/08		—		640
	Merrill Lynch & Co., Inc.	Sell		1,175		4.150			9/20/09		—		1,414
	Morgan Stanley	Sell		1,575		7.800			12/20/13		—		(144,929	)
	Rite Aid Corp.	Sell		260		7.500			3/20/09		—		(11,976	)
	Rite Aid Corp.	Sell		650		5.000			9/20/09		39,000		(33,663	)
	Sprint Nextel Corp.	Sell		2,695		6.300			3/20/09		—		35,517
	Tribune Co.	Sell		105		5.000			12/20/09		23,100		(25,077	)
	Tribune Co.	Sell		560		5.000			12/20/09		128,800		(134,054	)
	TXU Corp.	Sell		355		5.910			12/20/12		—		(27,465	)
	TXU Corp.	Sell		340		6.050			12/20/12		—		(24,871	)
	TXU Corp.	Sell		355		6.000			12/20/12		—		(26,503	)
	Vornado Realty LP	Sell		615		3.600			3/20/09		—		9,580
	Wachovia Corp.	Sell		1,215		1.000			3/20/09		—		(26,039	)
	Washington Mutual, Inc.	Sell		680		6.500			12/20/08		—		(244,872	)
	Washington Mutual, Inc.	Sell		2,360		6.800			6/20/09		—		(849,851	)
											190,900		(1,589,000	)

F17 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Credit Default Swap Contracts: Continued

										Upfront
		Buy/Sell	Notional							Payment
Swap		Credit	Amount		Pay/Receive			Termination		Received/
Counterparty	Reference Entity	Protection	(000s)		Fixed Rate			Dates		(Paid)			Value
Deutsche Bank AG:
	ABX.HE.AA.06-2 Index	Sell	$	470		0.170	%		5/25/46	$	56,396		$	(363,434	)
	Allied Waste North America, Inc.	Sell		630		2.000			9/20/09		—			(2,694	)
	Allied Waste North America, Inc.	Sell		990		2.000			9/20/09		—			(4,234	)
	Ambac Assurance Corp.	Sell		700		8.450			12/20/08		—			(21,408	)
	American International Group, Inc.	Sell		1,870		4.000			3/20/09		—			(41,339	)
	Cemex	Sell		620		2.000			3/20/09		—			132
	Centex Corp.	Sell		280		1.550			9/20/09		—			(5,788	)
	Dow Jones CDX.NA.IG.7 Index	Buy		3,600		0.400			12/20/11		(370	)		125,744
	iStar Financial, Inc.	Sell		2,075		2.925			12/20/08		—			(139,484	)
	iStar Financial, Inc.	Sell		1,205		3.000			12/20/08		—			(80,792	)
	iStar Financial, Inc.	Sell		160		4.320			12/20/12		—			(59,980	)
	iStar Financial, Inc.	Sell		845		12.000			3/20/09		—			(78,466	)
	Jones Apparel Group, Inc.	Sell		615		2.720			6/20/13		—			(6,320	)
	Jones Apparel Group, Inc.	Buy		615		2.635			6/20/18		—			12,275
	Kohl’s Corp.	Sell		595		1.180			6/20/13		—			(583	)
	Kohl’s Corp.	Buy		595		1.300			6/20/18		—			2,434
	Liz Claiborne, Inc.	Sell		2,300		3.250			6/20/09		—			1,279
	MBIA Insurance Corp.	Sell		1,985		8.850			12/20/08		—			(53,270	)
	Prudential Financial, Inc.	Sell		1,005		2.050			6/20/09		—			(235	)
	Temple-Inland, Inc.	Sell		295		3.000			9/20/09		—			113
	Tenet Healthcare Corp.	Sell		1,725		1.600			3/20/09		—			(10,958	)
	The Goldman Sachs Group, Inc.	Sell		1,145		5.500			12/20/09		—			(307	)
	The Goldman Sachs Group, Inc.	Sell		930		5.450			12/20/09		—			(925	)
	Vornado Realty LP	Sell		1,255		3.875			6/20/09		—			21,271
	Wachovia Corp.	Sell		2,695		1.000			3/20/09		—			(57,757	)
	Washington Mutual, Inc.	Sell		250		4.500			12/20/08		—			(90,027	)
	Washington Mutual, Inc.	Sell		1,235		4.500			12/20/08		—			(444,732	)
	XL Capital Ltd.	Sell		1,475		3.550			9/20/09		—			749
											56,026			(1,298,736	)
Goldman Sachs Capital Markets LP:
	ABX.HE.AA.06-2 Index	Sell		165		0.170			5/25/46		13,595			(127,589	)
	ABX.HE.AA.06-2 Index	Sell		700		0.170			5/25/46		276,483			(541,285	)
	Capmark Financial Group, Inc.	Sell		1,065		0.950			6/20/12		—			(447,669	)
	iStar Financial, Inc.	Sell		165		3.950			12/20/12		—			(63,068	)
	Pulte Homes, Inc.	Sell		1,605		2.750			9/20/09		—			(14,761	)
											290,078			(1,194,372	)
Goldman Sachs International:
	D.R. Horton, Inc.	Sell		810		4.210			12/20/08		—			930
	R.H. Donnelley Corp.	Sell		1,350		9.000			3/20/09		—			(11,794	)
	Sprint Nextel Corp.	Sell		970		6.300			3/20/09		—			12,784
	Univision Communications, Inc.	Sell		320		5.000			6/20/09		32,000			(21,583	)
	Univision Communications, Inc.	Sell		125		5.000			6/20/09		13,750			(8,431	)
	Univision Communications, Inc.	Sell		340		5.000			6/20/09		20,400			(22,932	)
											66,150			(51,026	)

F18 | OPPENHEIMER BALANCED FUND

Credit Default Swap Contracts: Continued

										Upfront
		Buy/Sell	Notional							Payment
Swap		Credit	Amount		Pay/Receive			Termination		Received/
Counterparty	Reference Entity	Protection	(000s)		Fixed Rate			Date		(Paid)		Value
Morgan Stanley Capital Services, Inc.:
	ABX.HE.AA.06-2 Index	Sell	$	165		0.170	%		5/25/46	$	13,182	$	(127,589	)
	ABX.HE.AA.06-2 Index	Sell		320		0.170			5/25/46		31,998		(247,445	)
	American International Group,      Inc.	Sell		1,120		4.000			3/20/09		—		(24,759	)
	Capmark Financial Group, Inc.	Sell		225		5.000			6/20/12		60,750		(77,238	)
	Countrywide Home Loans, Inc.	Sell		3,180		0.420			6/20/09		—		(61,091	)
	Ford Motor Co.	Sell		2,090		7.150			12/20/16		—		(736,585	)
	Ford Motor Co.	Sell		990		7.050			12/20/16		—		(370,069	)
	General Motors Corp.	Sell		1,035		5.800			12/20/16		—		(546,164	)
	General Motors Corp.	Sell		1,005		5.750			12/20/16		—		(530,777	)
	Inco Ltd.	Buy		1,055		0.700			3/20/17		—		25,475
	Inco Ltd.	Buy		1,065		0.630			3/20/17		—		45,965
	J.C. Penney Co., Inc.	Sell		1,105		1.300			12/20/17		—		(58,834	)
	J.C. Penney Co., Inc.	Sell		1,050		1.070			12/20/17		—		(72,203	)
	Jones Apparel Group, Inc.	Sell		1,210		3.200			6/20/13		—		10,423
	Jones Apparel Group, Inc.	Buy		1,210		2.970			6/20/18		—		(2,530	)
	Kohl’s Corp.	Buy		1,575		0.660			12/20/17		—		92,278
	Kohl’s Corp.	Buy		1,655		0.870			12/20/17		—		72,522
	Lehman Brothers Holdings, Inc.	Sell		80		9.600			9/20/09		—		(70,428	)
	Lennar Corp.	Sell		1,190		2.900			12/20/08		—		(9,694	)
	Liz Claiborne, Inc.	Sell		1,185		3.100			6/20/13		—		(29,249	)
	Liz Claiborne, Inc.	Buy		1,185		2.900			6/20/18		—		53,894
	Louisiana-Pacific Corp.	Sell		1,190		6.250			9/20/09		—		(1,336	)
	The Hartford Financial Services
	Group, Inc.	Sell		620		2.400			3/20/09		—		4,235
	Univision Communications, Inc.	Sell		265		5.000			12/20/09		18,550		(17,946	)
	Vale Overseas Ltd.	Sell		1,055		1.170			3/20/17		—		(69,251	)
	Vale Overseas Ltd.	Sell		1,065		1.100			3/20/17		—		(74,591	)
	Wachovia Corp.	Sell		3,270		3.250			3/20/09		—		(22,154	)
											124,480		(2,845,141	)
										$	1,307,847	$	(10,485,026	)

Interest Rate Swap Contracts as of September 30, 2008 are as follows:

Swap	Notional		Paid by	Received by			Termination
Counterparty	Amount		the Fund	the Fund			Date		Value
Credit Suisse			Three-Month
International	$	4,640,000	USD BBA LIBOR		5.428	%		8/7/17	$	430,328
			Three-Month
Deutsche Bank AG		3,920,000	USD BBA LIBOR		5.445			8/8/17		368,656
									$	798,984

Index abbreviation is as follows:

BBA LIBOR           British Bankers’ Association London-Interbank Offered Rate

F19 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Total Return Swap Contracts as of September 30, 2008 are as follows:

Swap	Notional		Paid by		Received by		Termination
Counterparty	Amount		the Fund		the Fund		Date	Value
Goldman Sachs Group, Inc. (The):
	$	4,500,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	3/1/09	$	(245,578	)
		2,980,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change plus 200 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	3/1/09		(162,242	)
		6,760,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change minus 50 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	12/1/08		(370,851	)
		1,230,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	11/1/08		(66,187	)
		4,010,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	2/1/09		(218,837	)
		30,080,000	If credit spreads as represented by the Banc of America Securities LLC AAA 10 yr CMBS Daily Index widen, pays the spread change minus 660 basis points	*	If credit spreads as represented by the Banc of America Securities LLC AAA 10 yr CMBS Daily Index narrow, receives the spread change	*	3/31/09		(919,582	)
									(1,983,277	)

F20 | OPPENHEIMER BALANCED FUND

Total Return Swap Contracts: Continued

Swap	Notional		Paid by		Received by		Termination
Counterparty	Amount		the Fund		the Fund		Date	Value
Morgan Stanley:
	$	6,600,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA Index widen, pays the spread change	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA Index narrow, receives the spread change	*	2/1/09	$	(183,863	)
		12,500,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA Index widen, pays the spread change	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA Index narrow, receives the spread change	*	3/1/09		(348,856	)
		4,030,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change plus 250 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	3/1/09		(216,856	)
		5,530,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change plus 250 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	3/1/09		(301,379	)
		5,840,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change plus 350 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	3/1/09		(315,935	)
		15,310,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change minus 50 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	12/1/08		(832,566	)
		3,910,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change minus 65 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	12/1/08		(212,840	)

F21 | OPPENHEIMER BALANCED FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Total Return Swap Contracts: Continued

Swap	Notional		Paid by		Received by		Termination
Counterparty	Amount		the Fund		the Fund		Date	Value
Morgan Stanley: Continued
	$	3,130,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change minus 95 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	2/1/09	$	(168,427	)
		3,130,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change minus 95 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	2/1/09		(170,242	)
		4,420,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change minus 70 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	2/1/09		(241,516	)
		1,910,000	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index widen, pays the spread change minus 50 basis points	*	If credit spreads as represented by the Lehman Brothers U.S. CMBS AAA 8.5+ Index narrow, receives the spread change	*	2/1/09		(103,545	)
									(3,096,025	)
								$	(5,079,302	)

* The CMBS Indexes are representative indexes of segments of the commercial mortgage backed securities market. These indexes are measured by movements in the credit spreads of the underlying holdings. As the credit market perceives an improvement in the credit quality of an Index’s underlying holdings and reduced probability of default, the spread of an index narrows. As the credit market perceives a decrease in credit quality and an increased probability of default on an Index’s underlying holdings, the spread widens.

Abbreviation is as follows:

CMBS           Commercial Mortgage Backed Securities

See accompanying Notes to Financial Statements.

F22 | OPPENHEIMER BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES September 30, 2008

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $897,518,121)	$	858,899,898
Affiliated companies (cost $21,175,009)		21,175,009
		880,074,907
Cash		235,211
Unrealized appreciation on foreign currency exchange contracts		105
Swaps, at value (net upfront payments received $683,143)		695,938
Receivables and other assets:
Investments sold (including $12,746,197 sold on a when-issued or delayed delivery basis)		12,911,265
Interest, dividends and principal paydowns		4,106,909
Futures margins		458,843
Shares of beneficial interest sold		231,544
Other		69,554
Total assets		898,784,276
Liabilities
Swaps, at value (upfront payments received $624,704)		15,461,282
Payables and other liabilities:
Investments purchased (including $90,823,070 purchased on a when-issued or delayed delivery basis)		100,281,598
Shares of beneficial interest redeemed		2,466,153
Payable for terminated investment contracts		2,165,695
Distribution and service plan fees		488,088
Trustees’ compensation		198,662
Transfer and shareholder servicing agent fees		120,945
Shareholder communications		94,066
Other		325,095
Total liabilities		121,601,584
Net Assets	$	777,182,692
Composition of Net Assets
Paid-in capital	$	869,375,491
Accumulated net investment income		14,053,365
Accumulated net realized loss on investments and foreign currency transactions		(53,595,309	)
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(52,650,855	)
Net Assets	$	777,182,692

F23 | OPPENHEIMER BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $636,927,264 and 59,340,967 shares of beneficial interest outstanding)	$	10.73
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	11.38
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $56,512,473 and 5,419,378 shares of beneficial interest outstanding)	$	10.43
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $72,978,460 and 6,960,472 shares of beneficial interest outstanding)	$	10.48
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $10,764,495 and 1,016,592 shares of beneficial interest outstanding)	$	10.59

See accompanying Notes to Financial Statements.

F24 | OPPENHEIMER BALANCED FUND

STATEMENT OF OPERATIONS For the Year Ended September 30, 2008

Investment Income
Interest	$	27,065,366
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $188,574)		6,199,076
Affiliated companies		2,151,255
Income from investment of securities lending cash collateral, net—affiliated companies		203
Other income		2,207
Total investment income		35,418,107
Expenses
Management fees		6,633,877
Distribution and service plan fees:
Class A		1,679,691
Class B		753,286
Class C		910,158
Class N		72,636
Transfer and shareholder servicing agent fees:
Class A		1,018,804
Class B		173,400
Class C		172,674
Class N		44,693
Shareholder communications:
Class A		169,527
Class B		39,167
Class C		26,112
Class N		3,094
Trustees’ compensation		39,084
Custodian fees and expenses		13,751
Other		78,898
Total expenses		11,828,852
Less reduction to custodian expenses		(10,156	)
Less waivers and reimbursements of expenses		(53,575	)
Net expenses		11,765,121
Net Investment Income		23,652,986

F25 | OPPENHEIMER BALANCED FUND

STATEMENT OF OPERATIONS Continued

Realized and Unrealized Loss
Net realized gain (loss) on:
Investments from unaffiliated companies	$	(43,353,003	)
Closing and expiration of futures contracts		(4,871,482	)
Foreign currency transactions		4,797,374
Short positions		(2,722	)
Swap contracts		(12,300,024	)
Net realized loss		(55,729,857	)
Net change in unrealized depreciation on:
Investments		(160,847,964	)
Translation of assets and liabilities denominated in foreign currencies		(3,309,356	)
Futures contracts		(281,242	)
Swap contracts		(13,430,389	)
Net change in unrealized depreciation		(177,868,951	)
Net Decrease in Net Assets Resulting from Operations	$	(209,945,822	)

See accompanying Notes to Financial Statements.

F26 | OPPENHEIMER BALANCED FUND

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended September 30,	2008			2007
Operations
Net investment income	$	23,652,986		$	23,503,293
Net realized gain (loss)		(55,729,857	)		55,159,489
Net change in unrealized appreciation (depreciation)		(177,868,951	)		38,979,195
Net increase (decrease) in net assets resulting from operations		(209,945,822	)		117,641,977
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(8,052,589	)		(20,079,749	)
Class B		(504,826	)		(1,423,760	)
Class C		(632,738	)		(1,532,394	)
Class N		(122,579	)		(362,666	)
		(9,312,732	)		(23,398,569	)
Tax return of capital distribution from net investment income:
Class A		(2,912,179	)		—
Class B		(182,568	)		—
Class C		(228,826	)		—
Class N		(44,330	)		—
		(3,367,903	)		—
Distributions from net realized gain:
Class A		(37,195,502	)		(51,176,462	)
Class B		(3,833,652	)		(6,078,031	)
Class C		(4,413,644	)		(5,885,017	)
Class N		(738,584	)		(1,116,454	)
		(46,181,382	)		(64,255,964	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(10,977,610	)		30,877,600
Class B		(13,337,024	)		(9,669,827	)
Class C		(2,882,901	)		6,173,205
Class N		(3,471,017	)		2,816,552
		(30,668,552	)		30,197,530
Net Assets
Total increase (decrease)		(299,476,391	)		60,184,974
Beginning of period		1,076,659,083			1,016,474,109
End of period (including accumulated net investment income of $14,053,365 and $6,772,727, respectively)	$	777,182,692		$	1,076,659,083

See accompanying Notes to Financial Statements.

F27 | OPPENHEIMER BALANCED FUND

FINANCIAL HIGHLIGHTS

Class A      Year Ended September 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	14.32		$	13.94		$	14.51		$	13.75		$	12.55
Income (loss) from investment operations:
Net investment income		.33	1		.34	1		.30	1		.24	1		.14
Net realized and unrealized gain (loss)		(3.12	)		1.27			.21			1.38			1.16
Total from investment operations		(2.79	)		1.61			.51			1.62			1.30
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.13	)		(.34	)		(.29	)		(.16	)		(.10	)
Tax return of capital distribution from net     investment income		(.05	)		—			—			—			—
Distributions from net realized gain		(.62	)		(.89	)		(.79	)		(.70	)		—
Total dividends and/or distributions to     shareholders		(.80	)		(1.23	)		(1.08	)		(.86	)		(.10	)
Net asset value, end of period	$	10.73		$	14.32		$	13.94		$	14.51		$	13.75
Total Return, at Net Asset Value2		(20.49	)%		11.96	%		3.86	%		12.13	%		10.37	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	636,927		$	865,895		$	810,738		$	725,836		$	651,754
Average net assets (in thousands)	$	783,143		$	851,017		$	752,163		$	694,147		$	631,041
Ratios to average net assets:3
Net investment income		2.61	%		2.38	%		2.16	%		1.69	%		1.05	%
Total expenses		1.07	%4		1.05	%4		1.06	%		1.05	%		1.07	%
Expenses after payments, waivers and/or     reimbursements and reduction to custodian     expenses		1.06	%		1.04	%		1.06	%		1.05	%		1.06	%
Portfolio turnover rate5		54	%		74	%		84	%		73	%		61	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended September 30, 2008	1.08	%
Year Ended September 30, 2007	1.06	%

5. The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:

	Purchase Transactions		Sale Transactions
Year Ended September 30, 2008	$	605,485,691	$	538,294,980
Year Ended September 30, 2007	$	814,618,659	$	879,472,606
Year Ended September 30, 2006	$	1,329,963,782	$	1,377,730,782
Year Ended September 30, 2005	$	2,097,453,846	$	2,135,377,175
Year Ended September 30, 2004	$	1,069,526,653	$	1,026,457,980

See accompanying Notes to Financial Statements.

F28 | OPPENHEIMER BALANCED FUND

Class B      Year Ended September 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	13.99		$	13.64		$	14.23		$	13.53		$	12.40
Income (loss) from investment operations:
Net investment income		.21	1		.20	1		.17	1		.11	1		.02
Net realized and unrealized gain (loss)		(3.04	)		1.25			.20			1.36			1.13
Total from investment operations		(2.83	)		1.45			.37			1.47			1.15
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.08	)		(.21	)		(.17	)		(.07	)		(.02	)
Tax return of capital distribution from net     investment income		(.03	)		—			—			—			—
Distributions from net realized gain		(.62	)		(.89	)		(.79	)		(.70	)		—
Total dividends and/or distributions to shareholders		(.73	)		(1.10	)		(.96	)		(.77	)		(.02	)
Net asset value, end of period	$	10.43		$	13.99		$	13.64		$	14.23		$	13.53
Total Return, at Net Asset Value2		(21.18	)%		10.99	%		2.84	%		11.17	%		9.26	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	56,513		$	90,879		$	98,021		$	98,271		$	84,924
Average net assets (in thousands)	$	75,349		$	95,241		$	95,979		$	92,677		$	77,082
Ratios to average net assets:3
Net investment income		1.70	%		1.48	%		1.24	%		0.76	%		0.11	%
Total expenses		1.98	%4		1.95	%4		1.99	%		1.98	%		2.02	%
Expenses after payments, waivers and/or     reimbursements and reduction to custodian     expenses		1.97	%		1.94	%		1.99	%		1.98	%		2.02	%
Portfolio turnover rate5		54	%		74	%		84	%		73	%		61	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended September 30, 2008	1.99	%
Year Ended September 30, 2007	1.96	%

5. The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:

	Purchase Transactions		Sale Transactions
Year Ended September 30, 2008	$	605,485,691	$	538,294,980
Year Ended September 30, 2007	$	814,618,659	$	879,472,606
Year Ended September 30, 2006	$	1,329,963,782	$	1,377,730,782
Year Ended September 30, 2005	$	2,097,453,846	$	2,135,377,175
Year Ended September 30, 2004	$	1,069,526,653	$	1,026,457,980

See accompanying Notes to Financial Statements.

F29 | OPPENHEIMER BALANCED FUND

FINANCIAL HIGHLIGHTS Continued

Class C      Year Ended September 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	14.06		$	13.71		$	14.29		$	13.59		$	12.44
Income (loss) from investment operations:
Net investment income		.22	1		.21	1		.18	1		.11	1		.04
Net realized and unrealized gain (loss)		(3.06	)		1.25			.21			1.37			1.13
Total from investment operations		(2.84	)		1.46			.39			1.48			1.17
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.09	)		(.22	)		(.18	)		(.08	)		(.02	)
Tax return of capital distribution from net     investment income		(.03	)		—			—			—			—
Distributions from net realized gain		(.62	)		(.89	)		(.79	)		(.70	)		—
Total dividends and/or distributions to shareholders		(.74	)		(1.11	)		(.97	)		(.78	)		(.02	)
Net asset value, end of period	$	10.48		$	14.06		$	13.71		$	14.29		$	13.59
Total Return, at Net Asset Value2		(21.18	)%		11.00	%		2.97	%		11.18	%		9.45	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	72,978		$	101,645		$	92,782		$	87,820		$	68,018
Average net assets (in thousands)	$	91,010		$	97,640		$	90,567		$	78,091		$	60,095
Ratios to average net assets:3
Net investment income		1.76	%		1.53	%		1.30	%		0.83	%		0.19	%
Total expenses		1.92	%4		1.90	%4		1.93	%		1.91	%		1.93	%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian expenses		1.91	%		1.89	%		1.92	%		1.91	%		1.93	%
Portfolio turnover rate5		54	%		74	%		84	%		73	%		61	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended September 30, 2008	1.93	%
Year Ended September 30, 2007	1.91	%

5. The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:

	Purchase Transactions		Sale Transactions
Year Ended September 30, 2008	$	605,485,691	$	538,294,980
Year Ended September 30, 2007	$	814,618,659	$	879,472,606
Year Ended September 30, 2006	$	1,329,963,782	$	1,377,730,782
Year Ended September 30, 2005	$	2,097,453,846	$	2,135,377,175
Year Ended September 30, 2004	$	1,069,526,653	$	1,026,457,980

See accompanying Notes to Financial Statements.

F30 | OPPENHEIMER BALANCED FUND

Class N      Year Ended September 30,	2008			2007			2006			2005			2004
Per Share Operating Data
Net asset value, beginning of period	$	14.17		$	13.80		$	14.38		$	13.65		$	12.49
Income (loss) from investment operations:
Net investment income		.27	1		.28	1		.24	1		.17	1		.10
Net realized and unrealized gain (loss)		(3.08	)		1.26			.21			1.38			1.12
Total from investment operations		(2.81	)		1.54			.45			1.55			1.22
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.11	)		(.28	)		(.24	)		(.12	)		(.06	)
Tax return of capital distribution from net     investment income		(.04	)		—			—			—			—
Distributions from net realized gain		(.62	)		(.89	)		(.79	)		(.70	)		—
Total dividends and/or distributions to shareholders		(.77	)		(1.17	)		(1.03	)		(.82	)		(.06	)
Net asset value, end of period	$	10.59		$	14.17		$	13.80		$	14.38		$	13.65
Total Return, at Net Asset Value2		(20.86	)%		11.57	%		3.42	%		11.66	%		9.77	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	10,765		$	18,240		$	14,933		$	11,803		$	8,772
Average net assets (in thousands)	$	14,522		$	18,038		$	13,425		$	10,278		$	5,701
Ratios to average net assets:3
Net investment income		2.14	%		1.98	%		1.76	%		1.24	%		0.55	%
Total expenses		1.53	%4		1.45	%4		1.47	%		1.50	%		1.58	%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian expenses		1.52	%		1.44	%		1.47	%		1.50	%		1.57	%
Portfolio turnover rate5		54	%		74	%		84	%		73	%		61	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended September 30, 2008	1.54	%
Year Ended September 30, 2007	1.46	%

5. The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:

	Purchase Transactions		Sale Transactions
Year Ended September 30, 2008	$	605,485,691	$	538,294,980
Year Ended September 30, 2007	$	814,618,659	$	879,472,606
Year Ended September 30, 2006	$	1,329,963,782	$	1,377,730,782
Year Ended September 30, 2005	$	2,097,453,846	$	2,135,377,175
Year Ended September 30, 2004	$	1,069,526,653	$	1,026,457,980

See accompanying Notes to Financial Statements.

F31 | OPPENHEIMER BALANCED FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Balanced Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as an open end management investment company. The Fund’s investment objective is to seek high total investment return consistent with preservation of principal. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B, Class C and Class N shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

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

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the closing price reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing “bid” and “asked” prices, and if not, at the closing bid price. Securities traded on foreign exchanges are valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the official closing price on the principal exchange. Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities will be valued at the mean between the “bid” and “asked” prices. Securities for which market quotations are not readily available are valued at their fair value. Securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of

F32 | OPPENHEIMER BALANCED FUND

the Board of Trustees. Shares of a registered investment company that are not traded on an exchange are valued at the acquired investment company’s net asset value per share. “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund maintains internally designated assets with a market value equal to or greater than the amount of its purchase commitments. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.

     As of September 30, 2008, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:

	When-Issued or Delayed Delivery
	Basis Transactions
Purchased securities	$	90,823,070
Sold securities		12,746,197

Securities Sold Short. The Fund may short sell when-issued securities for future settlement. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss for the change in value of the open short position. The Fund records a realized gain or loss when the short position is closed out.

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers subsequently default. As of September 30, 2008, securities with an aggregate market value of $31,625, representing less than 0.005% of the Fund’s net assets, were in default.

F33 | OPPENHEIMER BALANCED FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. The Fund’s investment in IMMF is included in the Statement of Investments. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

Investments in OFI Liquid Assets Fund, LLC. The Fund is permitted to invest cash collateral received in connection with its securities lending activities. Pursuant to the Fund’s Securities Lending Procedures, the Fund may invest cash collateral in, among other investments, an affiliated money market fund. OFI Liquid Assets Fund, LLC (“LAF”) is a limited liability company whose investment objective is to seek current income and stability of principal. The Manager is also the investment adviser of LAF. LAF is not registered under the Investment Company Act of 1940. However, LAF does comply with the investment restrictions applicable to registered money market funds set forth in Rule 2a-7 adopted under the Investment Company Act. The Fund’s investment in LAF is included in the

F34 | OPPENHEIMER BALANCED FUND

Statement of Investments. As a shareholder, the Fund is subject to its proportional share of LAF’s expenses, including its management fee of 0.08%.

Investments With Off-Balance Sheet Market Risk. The Fund enters into financial instrument transactions (such as swaps, futures, options and other derivatives) that may have off-balance sheet market risk. Off-balance sheet market risk exists when the maximum potential loss on a particular financial instrument is greater than the value of such financial instrument, as reflected in the Fund’s Statement of Assets and Liabilities.

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

					Net Unrealized
					Depreciation
					Based on Cost of
					Securities and
Undistributed	Undistributed		Accumulated		Other Investments
Net Investment	Long-Term		Loss		for Federal Income
Income	Gain		Carryforward1,2,3,4		Tax Purposes
$—		$  —	$	51,826,188	$	40,173,023

1.	As of September 30, 2008, the Fund had $51,371,102 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2017.
2.	The Fund had $455,086 of straddle losses which were deferred.
3.	During the fiscal year ended September 30, 2008, the Fund did not utilize any capital loss carryforward.
4.	During the fiscal year ended September 30, 2007, the Fund utilized $213,555 of capital loss carryforward to offset capital gains realized in that fiscal year.

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.

F35 | OPPENHEIMER BALANCED FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Accordingly, the following amounts have been reclassified for September 30, 2008. Net assets of the Fund were unaffected by the reclassifications.

	Reduction to		Reduction to
	Accumulated		Accumulated Net
Reduction to	Net Investment		Realized Loss
Paid-in Capital	Income		on Investments
$3,367,741	$	3,691,713	$	7,059,454

The tax character of distributions paid during the years ended September 30, 2008 and September 30, 2007 was as follows:

	Year Ended		Year Ended
	September 30, 2008		September 30, 2007
Distributions paid from:
Ordinary income	$	17,858,549	$	23,398,579
Long-term capital gain		37,635,565		64,255,954
Return of capital		3,367,903		—
Total	$	58,862,017	$	87,654,533

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of September 30, 2008 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	920,462,249
Federal tax cost of other investments		(133,004,727	)
Total federal tax cost	$	787,457,522
Gross unrealized appreciation	$	72,662,137
Gross unrealized depreciation		(112,835,160	)
Net unrealized depreciation	$	(40,173,023	)

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended September 30, 2008, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	17,267
Payments Made to Retired Trustees		13,452
Accumulated Liability as of September 30, 2008		129,451

F36 | OPPENHEIMER BALANCED FUND

The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income distributions, if any, are declared and paid quarterly. Capital gain distributions, if any, are declared and paid annually.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent

F37 | OPPENHEIMER BALANCED FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. Shares of Beneficial Interest

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

	Year Ended September 30, 2008						Year Ended September 30, 2007
	Shares			Amount			Shares			Amount
Class A
Sold		5,798,565		$	75,154,245			6,131,500		$	86,517,298
Dividends and/or distributions reinvested		3,368,475			44,422,978			4,745,903			65,665,433
Redeemed		(10,283,420	)		(130,554,833	)		(8,582,423	)		(121,305,131	)
Net increase (decrease)		(1,116,380	)	$	(10,977,610	)		2,294,980		$	30,877,600
Class B
Sold		948,419		$	11,869,335			1,194,731		$	16,478,946
Dividends and/or distributions reinvested		333,396			4,299,933			519,741			7,027,431
Redeemed		(2,357,982	)		(29,506,292	)		(2,404,916	)		(33,176,204	)
Net decrease		(1,076,167	)	$	(13,337,024	)		(690,444	)	$	(9,669,827	)
Class C
Sold		1,463,890		$	18,408,026			1,379,987		$	19,118,489
Dividends and/or distributions reinvested		369,299			4,782,117			494,376			6,720,594
Redeemed		(2,101,729	)		(26,073,044	)		(1,414,896	)		(19,665,878	)
Net increase (decrease)		(268,540	)	$	(2,882,901	)		459,467		$	6,173,205
Class N
Sold		335,612		$	4,177,869			544,228		$	7,636,814
Dividends and/or distributions reinvested		64,805			846,364			101,356			1,387,392
Redeemed		(671,462	)		(8,495,250	)		(439,945	)		(6,207,654	)
Net increase (decrease)		(271,045	)	$	(3,471,017	)		205,639		$	2,816,552

F38 | OPPENHEIMER BALANCED FUND

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended September 30, 2008, were as follows:

	Purchases		Sales
Investment securities	$	431,000,849	$	450,793,266
U.S. government and government agency obligations		1,976,639		5,093,137
To Be Announced (TBA) mortgage-related securities		605,485,691		538,294,980

4. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

Fee Schedule
Up to $200 million	0.75	%
Next $200 million	0.72
Next $200 million	0.69
Next $200 million	0.66
Next $700 million	0.60
Over $1.5 billion	0.58

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended September 30, 2008, the Fund paid $1,417,662 to OFS for services to the Fund.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically 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 periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

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NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those 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 each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor’s aggregate uncompensated expenses under the Plans at September 30, 2008 for Class B, Class C and Class N shares were $2,628,010, $2,177,635 and $240,099, respectively. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

			Class A		Class B		Class C		Class N
	Class A		Contingent		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges		Sales Charges
	Retained by		Retained by		Retained by		Retained by		Retained by
Year Ended	Distributor		Distributor		Distributor		Distributor		Distributor
September 30, 2008	$	281,830	$	2,347	$	150,391	$	7,417	$	367

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn at any time.

     The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended September 30, 2008, the Manager waived $53,575 for IMMF management fees.

5. Foreign Currency Exchange Contracts

The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.

     Forward contracts are reported on a schedule following the Statement of Investments. Forward contracts will be valued daily based upon the closing prices of the forward currency

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rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

     Risks to the Fund include both market and credit risk. Market risk is the risk that the value of the forward contract will depreciate due to unfavorable changes in the exchange rates. Credit risk arises from the possibility that the counterparty will default. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received.

6. Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts.

     Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.

     Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses.

     Futures contracts are reported on a schedule following the Statement of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by the broker to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.

     Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.

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NOTES TO FINANCIAL STATEMENTS Continued

7. Swap Contracts

The Fund may enter into privately negotiated agreements with a counterparty to exchange or “swap” payments at specified future intervals based on the return of an asset (such as a stock, bond or currency) or non-asset reference (such as an interest rate or index). The swap agreement will specify the “notional” amount of the asset or non-asset reference to which the contract relates. As derivative contracts, swaps typically do not have an associated cost at contract inception. At initiation, contract terms are typically set at market value such that the value of the swap is $0. If a counterparty specifies terms that would result in the contract having a value other than $0 at initiation, one counterparty will pay the other an upfront payment to equalize the contract. Subsequent changes in market value are calculated based upon changes in the performance of the asset or non-asset reference multiplied by the notional value of the contract. Contract types may include credit default, interest rate, total return, and currency swaps.

     Swaps are marked to market daily using quotations primarily from pricing services, counterparties or brokers. Swap contracts are reported on a schedule following the Statement of Investments. The value of the contracts is separately disclosed on the Statement of Assets and Liabilities. The unrealized appreciation (depreciation) is comprised of the change in the valuation of the swap combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. Any payment received or paid to initiate a contract is recorded as a cost of the swap in the Statement of Assets and Liabilities and as a component of unrealized gain or loss on the Statement of Operations until contract termination; upon contract termination, this amount is recorded as realized gain or loss on the Statement of Operations. Excluding amounts paid at contract initiation as described above, the Fund also records any periodic payments received from (paid to) the counterparty, including at termination, as realized gain (loss) on the Statement of Operations.

     Risks of entering into swap contracts include credit, market and liquidity risk. Credit risk arises from the possibility that the counterparty fails to make a payment when due or otherwise defaults under the terms of the contract. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received. Market risk is the risk that the value of the contract will depreciate due to unfavorable changes in the performance of the asset or non-asset reference. Liquidity risk is the risk that the Fund may be unable to close the contract prior to its termination.

Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security or a basket of securities (the “reference asset”).

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     The buyer of protection pays a periodic fee, similar to an insurance premium, to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.

     The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.

     If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.

     Risks of credit default swaps include credit, market and liquidity risk. Additional risks include but are not limited to: the cost of paying for credit protection if there are no credit events or the cost of selling protection when a credit event occurs (paying the notional amount to the protection buyer); and pricing transparency when assessing the value of a credit default swap.

Interest Rate Swap Contracts. An interest rate swap is an agreement between counterparties to exchange periodic payments based on interest rates. One cash flow stream will typically be a floating rate payment based upon a specified interest rate while the other is typically a fixed interest rate.

     Risks of interest rate swaps include credit, market and liquidity risk. Additional risks include but are not limited to, interest rate risk. There is a risk, based on future movements of interest rates that the payments made by the Fund under a swap agreement will be greater than the payments it received.

Total Return Swap Contracts. A total return swap is an agreement between counterpar-ties to exchange periodic payments based on asset or non-asset references. One cash flow is typically based on a non-asset reference (such as an interest rate or index) and the other on the total return of a reference asset (such as a security or a basket of securities). The total return of the reference asset typically includes appreciation or depreciation on the reference asset, plus any interest or dividend payments.

     Risks of total return swaps include credit, market and liquidity risk.

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NOTES TO FINANCIAL STATEMENTS Continued

8. Illiquid Securities

As of September 30, 2008, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

9. Securities Lending

The Fund lends portfolio securities from time to time in order to earn additional income in the form of fees or interest on securities received as collateral or the investment of any cash received as collateral. The loans are secured by collateral (either securities, letters of credit, or cash) in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and cost in recovering the securities loaned or in gaining access to the collateral. The Fund continues to receive the economic benefit of interest or dividends paid on the securities loaned in the form of a substitute payment received from the borrower and recognizes the gain or loss in the fair value of the securities loaned that may occur during the term of the loan. The Fund has the right under the lending agreement to recover the securities from the borrower on demand.

     As of September 30, 2008, the Fund had no securities on loan.

10. Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements. This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. As of September 30, 2008, the Manager does not believe the adoption of SFAS No. 157 will materially impact the financial statement amounts; however, additional disclosures may be required about the inputs used to develop the measurements and the effect of certain of the measurements on changes in net assets for the period.

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     In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. This standard requires enhanced disclosures about derivative and hedging activities, including qualitative disclosures about how and why the Fund uses derivative instruments, how these activities are accounted for, and their effect on the Fund’s financial position, financial performance and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. At this time, management is evaluating the implications of SFAS No. 161 and its impact on the Fund’s financial statements and related disclosures.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Balanced Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Balanced Fund, including the statement of investments, as of September 30, 2008, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2008, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Balanced Fund as of September 30, 2008, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado
November 13, 2008

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FEDERAL INCOME TAX INFORMATION Unaudited

In early 2008, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2007. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

     Capital gain distributions of $0.5138 per share were paid to Class A, Class B, Class C and Class N shareholders, respectively, on December 28, 2007. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains).

     Dividends, if any, paid by the Fund during the fiscal year ended September 30, 2008 which are not designated as capital gain distributions should be multiplied by 100% to arrive at the amount eligible for the corporate dividend-received deduction.

     A portion, if any, of the dividends paid by the Fund during the fiscal year ended September 30, 2008 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. $5,720,744 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2008, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

     Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended September 30, 2008, $14,458,395 or 100% of the ordinary distributions paid by the Fund qualifies as an interest related dividend and $2,645,540 or 33.29% of the short-term capital gain distribution paid and to be paid by the Fund qualifies as a short-term capital gain dividend.

     The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.

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BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information, the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

     Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

     Nature, Quality and Extent of Services. The Board considered information about the nature and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and

22 | OPPENHEIMER BALANCED FUND

preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Emmanuel Ferreira, Angelo Manioudakis, Antulio Bomfim, Geoffrey Caan, Benjamin Gord, and Thomas Swaney, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, the Fund benefits from the services provided under the Agreement.

     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load and no-load mixed asset target allocation funds (including both funds advised by the Manager and funds advised by other investment advisers). The Board noted that the Fund’s five-year and ten-year performance were better than its peer group median although its one-year and three-year performance were below its peer group median.

     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other mixed-asset

23 | OPPENHEIMER BALANCED FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

target allocation moderate funds with comparable asset levels and distribution features. The Board noted that the Fund’s total expenses are lower than its peer group median although the contractual and actual management fees are higher than its peer group median.

     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

     Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund and that maintaining the financial viability of the Manager is important in order for the Manager to continue to provide significant services to the Fund and its shareholders.

     Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

     Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement for another year. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

     The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov. Those forms may 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 1-800-SEC-0330.

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TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age	Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2005) Age: 65	General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995- December 2007); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Treasurer and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); Member of Zurich Financial Investment Management Advisory Council (insurance) (2004-2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 64 portfolios in the OppenheimerFunds complex.
David K. Downes, Trustee (since 2007) Age: 68	Independent Chairman GSK Employee Benefit Trust (since April 2006); Director of Correctnet (since January 2006); Trustee of Employee Trusts (since January 2006); President, Chief Executive Officer and Board Member of CRAFund Advisors, Inc. (investment management company) (since January 2004); Director of Internet Capital Group (information technology company) (since October 2003); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); President of The Community Reinvestment Act Qualified Investment Fund (investment management com- pany) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985- 1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 64 portfolios in the OppenheimerFunds complex.
Matthew P. Fink, Trustee (since 2005) Age: 67	Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 54 portfo- lios in the OppenheimerFunds complex.

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Robert G. Galli, Trustee (since 1993) Age: 75	A director or trustee of other Oppenheimer funds. Oversees 64 portfolios in the OppenheimerFunds complex.
Phillip A. Griffiths, Trustee (since 1999) Age: 70	Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 54 portfolios in the OppenheimerFunds complex.
Mary F. Miller, Trustee (since 2004) Age: 66	Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 54 portfolios in the OppenheimerFunds complex.
Joel W. Motley, Trustee (since 2002) Age: 56	Managing Director of Public Capital Advisors, LLC (privately held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 54 portfolios in the OppenheimerFunds complex.
Russell S. Reynolds, Jr., Trustee (since 1989) Age: 76	Chairman of RSR Partners (formerly “The Directorship Search Group, Inc.”) (corporate governance consulting and executive recruiting) (since 1993); Retired CEO of Russell Reynolds Associates (executive recruiting) (October 1969 — March 1993); Life Trustee of International House (non-profit educational organization); Former Trustee of The Historical Society of the Town of Greenwich; Former Director of Greenwich Hospital Association. Oversees 54 portfolios in the OppenheimerFunds complex.
Joseph M. Wikler, Trustee (since 2005) Age: 67	Director of C-TASC (bio-statistics services) (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Director of Lakes Environmental Association (environmental protection organization) (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 54 portfolios in the OppenheimerFunds complex.
Peter I. Wold, Trustee (since 2005) Age: 60	President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Vice President, Secretary and Treasurer of Wold Trona Company, Inc. (soda ash processing and production) (1996-2006); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 54 portfolios in the OppenheimerFunds complex.

27 | OPPENHEIMER BALANCED FUND

TRUSTEES AND OFFICERS Unaudited / Continued

INTERESTED TRUSTEE AND OFFICER	The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Murphy is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
John V. Murphy, Trustee, President and Principal Executive Officer (since 2001) Age: 59	Chairman, Chief Executive Officer and Director of the Manager (since June 2001); President of the Manager (September 2000-February 2007); President and director or trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (November 2001-December 2006); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); Director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 2001) and Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC’s parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Chairman (since October 2007) and Member of the Investment Company Institute’s Board of Governors (since October 2003). Oversees 103 portfolios in the OppenheimerFunds complex.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Ferreira, Zack and Ms. Bloomberg, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey, Wixted, Petersen, Szilagyi and Ms. Ives, 6803 S. Tucson Way, Centennial, Colorado 80112-3924; for Messrs. Manioudakis, Bomfim, Caan, Gord and Swaney, 470 Atlantic Avenue, 11th Floor, Boston, Massachusetts 02210. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Emmanuel Ferreira, Vice President and Portfolio Manager (since 2003) Age: 41	Vice President of the Manager (since January 2003); Portfolio Manager at Lashire Investments (July 1999-December 2002). An officer of 3 portfolios in the OppenheimerFunds complex.
Angelo G. Manioudakis, Vice President and Portfolio Manager (since 2003) Age: 42	Senior Vice President of the Manager and of HarbourView Asset Management Corporation (since April 2002), and of OFI Institutional Asset Management, Inc. (since June 2002); Vice President of Oppenheimer Real Asset Management, Inc. (since November 2006). Executive Director and portfolio manager for MSIM/Miller, Anderson & Sherrerd (Morgan Stanley Asset Management) (August 1993-April 2002). A portfolio manager and officer of 15 portfolios in the OppenheimerFunds complex.

28 | OPPENHEIMER BALANCED FUND

Antulio N. Bomfim, Vice President (since 2006) and Portfolio Manager (since 2003) Age: 41	Vice President of the Manager (since October 2003); Senior Economist at the Board of Governors of the Federal Reserve System (June 1992 to October 2003). A portfolio manager of 11 portfolios in the OppenheimerFunds complex.
Geoffrey Caan, Vice President (since 2006) and Portfolio Manager (since 2003) Age: 39	Vice President and Portfolio Manager of the Manager (since August 2003); Vice President of ABN AMRO NA, Inc. (June 2002-August 2003); Vice President of Zurich Scudder Investments (January 1999-June 2002). A portfolio manager of 11 portfolios in the OppenheimerFunds complex.
Benjamin J. Gord, Vice President (since 2006) and Portfolio Manager (since 2002) Age: 46	Vice President of the Manager (since April 2002), of HarbourView Asset Management Corporation (since April 2002) and of OFI Institutional Asset Management, Inc. (since June 2002); Executive Director and senior fixed income analyst at Miller Anderson & Sherrerd, a division of Morgan Stanley Investment Management (April 1992-March 2002). A portfolio manager of 11 portfolios in the OppenheimerFunds complex.
Thomas Swaney, Vice President and Portfolio Manager (since 2006) Age: 36	Vice President of the Manager (since April 2006); senior analyst, high grade investment team (June 2002-March 2006); senior fixed income analyst at Miller Anderson & Sherrerd, a division of Morgan Stanley Investment Management (May 1998-May 2002). A portfolio manager of 11 portfolios in the OppenheimerFunds complex.
Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 58	Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An officer of 103 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 49	Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (since March 1999), OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following:
	OAC (since March 1999), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 103 portfolios in the OppenheimerFunds complex.
Brian S. Petersen, Assistant Treasurer (since 2004) Age: 38	Vice President of the Manager (since February 2007); Assistant Vice President of the Manager (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November 1998-July 2002). An officer of 103 portfolios in the OppenheimerFunds complex.
Brian C. Szilagyi, Assistant Treasurer (since 2005) Age: 38	Assistant Vice President of the Manager (since July 2004); Director of Financial Reporting and Compliance of First Data Corporation (April 2003-July 2004); Manager of Compliance of Berger Financial Group LLC (May 2001-March 2003). An officer of 103 portfolios in the OppenheimerFunds complex.

29 | OPPENHEIMER BALANCED FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Robert G. Zack, Secretary (since 2001) Age: 60	Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985- December 2003). An officer of 103 portfolios in the OppenheimerFunds complex.
Lisa I. Bloomberg, Assistant Secretary (since 2004) Age: 40	Vice President (since May 2004) and Deputy General Counsel (since May 2008) of the Manager; Associate Counsel of the Manager (May 2004-May 2008); First Vice President (April 2001-April 2004), Associate General Counsel (December 2000- April 2004) of UBS Financial Services, Inc. (formerly PaineWeber Incorporated). An officer of 103 portfolios in the OppenheimerFunds complex.
Kathleen T. Ives, Assistant Secretary (since 2001) Age: 43	Vice President (since June 1998), Deputy General Counsel (since May 2008) and Assistant Secretary (since October 2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset Management Corporation (since October 2003); Vice President and Assistant Secretary of Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. (since December 2001); Senior Counsel of the Manager (October 2003-May 2008). An officer of 103 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge upon request, by calling 1.800.525.7048.

30 | OPPENHEIMER BALANCED FUND

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that David Downes, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $46,800 in fiscal 2008 and $44,000 in fiscal 2007.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed $195,000 in fiscal 2008 and $272,786 in fiscal 2007 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: internal control reviews, audit of capital accumulation plan and professional services relating to FAS 123R.

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees to the registrant during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(d) All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(e) (1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

	The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.
	Under applicable laws, pre-approval of non-audit services maybe waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.
	(2) 100%
(f)	Not applicable as less than 50%.
(g)	The principal accountant for the audit of the registrant’s annual financial statements billed $195,000 in fiscal 2008 and $272,786 in fiscal 2007 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.
(h)	The registrant’s audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

     a) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

1.	The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.
2.	The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.
3.	The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

• the name, address, and business, educational, and/or other pertinent background of the person being recommended;

• a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

• any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

• the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

	The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.
4.	Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”
5.	Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 09/30/2008, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this

report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a) (1) Exhibit attached hereto.

     (2) Exhibits attached hereto.

     (3) Not applicable.

(b) Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Balanced Fund

By:	/s/ John V. Murphy John V. Murphy
	Principal Executive Officer
Date:	11/11/2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ John V. Murphy John V. Murphy
	Principal Executive Officer
Date:	11/11/2008
By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date:	11/11/2008

EX-99.CODE ETH

EX-99.CODE ETH

CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

OF THE OPPENHEIMER FUNDS

AND OF OPPENHEIMERFUNDS, INC.

     This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the “Code”) has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as “OFI”) acts as investment adviser (individually, a “Fund” and collectively, the “Funds”), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406.

     This Code applies to OFI’s and each Fund’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Covered Officers”). A listing of positions currently within the ambit of Covered Officers is attached as Exhibit A.¹

1. Purpose of the Code

     This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of this Code to the Code Administrator identified below; and

• accountability for adherence to this Code.

¹ The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by OFI and the Funds under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code.

     In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund’s financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds’ business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

     It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI’s fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds.

2. Prohibitions

     The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders.

     No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders.

     No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations.

     No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund:

(i)	employ any device, scheme or artifice to defraud a Fund or its shareholders;
(ii)	intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to

	make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public;
(iii)	engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders;
(iv)	engage in any manipulative practice with respect to any Fund;
(v)	use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders;
(vi)	intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund;
(vii)	intentionally mislead or omit to provide material information to the Fund’s independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters;
(viii)	fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws;
(ix)	retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or
(x)	fails to acknowledge or certify compliance with this Code if requested to do so.

3. Reports of Conflicts of Interests

          If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer’s reasonable belief, the appearance of one, he or she must immediately report the matter to the Code’s Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI’s Chief Executive Officer.

          Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator

determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund’s Board of Trustees/Directors.

4. Waivers

          Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund.

     In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver:

(i) is prohibited by this Code;

(ii) is consistent with honest and ethical conduct; and

(iii) will result in a conflict of interest between the Covered Officer’s personal and professional obligations to a Fund.

          In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund’s Board of Trustees/Directors.

5. Reporting Requirements

     (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code.

     (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto.

     (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser.

     (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments.

     (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code.

     (f) Any changes to or waivers of this Code, including “implicit” waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.²

6. Annual Renewal

          At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund’s legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code.

7. Sanctions

          Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI.

8. Administration and Construction

(a)	The administration of this Code of Ethics shall be the responsibility of OFI’s General Counsel or his designee as the “Code Administrator” of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds.
(b)	The duties of such Code Administrator will include:

(i)	Continuous maintenance of a current list of the names of all Covered Officers;
(ii)	Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder;
(iii)	Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder;

² An “implicit waiver” is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, and an executive officer of the Fund or OFI.

(iv)	Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations;
(v)	Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the affected Fund(s) or any committee appointed by them to deal with such information; and
(vi)	Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code.

          (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment.

9. Required Records

     The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred):

(a)	A copy of any Code which has been in effect during the period;
(b)	A record of any violation of any such Code and of any action taken as a result of such violation, during the period;
(c)	A copy of each annual report pursuant to the Code made by a Covered Officer during the period;
(d)	A copy of each report made by the Code Administrator pursuant to this Code during the period;
(e)	A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports;
(f)	A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and
(g)	A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision.

10. Amendments and Modifications

     Other than non-substantive or administrative changes, this Code may not be amended or modified unless approved or ratified by the Board of Trustees/Directors of each Fund.

11. Confidentiality.

     This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process.

Dated as of: June 25, 2003, as revised August 30, 2006.

Exhibit A

Positions Covered by this Code of Ethics for Senior Officers

Each Oppenheimer or Centennial fund
Principal Executive Officer
Principal Financial Officer
Treasurer
Assistant Treasurer

Personnel of OFI, who by virtue of their jobs perform critical financial and accounting functions for OFI on behalf of a Fund, including:
Chief Financial Officer
Treasurer
Senior Vice President/Fund Accounting
Vice President/Fund Accounting

EX-99.CERT

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, John V. Murphy, certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer Balanced Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 11/11/2008

/s/ John V. Murphy                                                            
John V. Murphy
Principal Executive Officer

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, Brian W. Wixted, certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer Balanced Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 11/11/2008

/s/ Brian W. Wixted                                                            
Brian W. Wixted
Principal Financial Officer

EX-99.906CERT

EX-99.906CERT

Section 906 Certifications

CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

John V. Murphy, Principal Executive Officer, and Brian W. Wixted, Principal Financial Officer, of Oppenheimer Balanced Fund (the “Registrant”), each certify to the best of his knowledge that:

1.	The Registrant’s periodic report on Form N-CSR for the period ended 09/30/2008 (the “Form N-CSR”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Principal Executive Officer	Principal Financial Officer
Oppenheimer Balanced Fund	Oppenheimer Balanced Fund
/s/ John V. Murphy John V. Murphy	/s/ Brian W. Wixted Brian W. Wixted
Date: 11/11/2008	Date: 11/11/2008