INTERNAL USE ONLY


                              TELEPHONE SCRIPT FOR
                               SHAREHOLDER MEETING


                           OPPENHEIMER DISCOVERY FUND


Original meeting date:        8/28/00
Adjourned meeting date: 10/13/00 (10:00 a.m.)

There are six proposals shareholders are being asked to vote on.  Proposal
No. 3 consists of nine (9) sub-proposals.  Proposal No. 4 consists of four
(4) sub-proposals.   The Fund's Board of Trustees recommends a vote in favor
of or FOR each of the proposals and sub-proposals.

Proposal No. 1: Election of Trustees.

The Fund is required to have at least  two-thirds  of its  directors  elected by
shareholders.  Because the Fund has not had a shareholder meeting for some time,
the percentage of trustees of the Fund that have been elected by shareholders is
close to two-thirds,  and no additional  trustees/directors  may be added to the
Board of the Fund unless first elected by shareholders.  Therefore, shareholders
are being asked to elect directors.

Proposal No. 2: Ratification of Auditors Selection.

The Fund is not required to hold annual  shareholder  meetings and does not hold
such meetings. However, when a shareholder meeting is held, the Fund's selection
of  independent  auditors  must be submitted  for  ratification  or rejection by
shareholders at that meeting. Because the Fund is holding a shareholder meeting,
shareholders  are being  asked to ratify the  Fund's  selection  of  independent
auditors.

Proposal No. 3: Elimination of Certain Fundamental Investment Restrictions.

This proposal consists of nine (9) sub-proposals.

***Summary  of impact  of the  elimination  of  certain  fundamental  investment
restrictions:

Because of recent regulatory  changes,  certain  investment  restrictions are no
longer applicable to the Fund. Certain other investment  restrictions adopted by
the Fund are more  restrictive  than currently  required,  and other  investment
restrictions  adopted  by the Fund  reflect  outdated  industry  conditions  and
practices.  The Fund's Manager considers many of these restrictions  unnecessary
or unwarranted.

The Fund's  Board finds that the  proposed  elimination  of certain  fundamental
investment  restrictions  of the Fund is in the best interests of  shareholders.
The proposed  changes are intended to provide the Fund with greater  flexibility
to respond to future  market  developments  and to  increase  future  investment
opportunities.

The  proposed  changes are not  expected to  materially  change the current risk
profile of an investment in the Fund.

The  elimination  of a fundamental  policy does not mean that the Fund's current
principal  investment policies and strategies will change. If the Fund's Manager
decides to materially change the Fund's investment policies and strategies, such
a change will be described in the Fund's prospectus.

Sub-Proposal  No. 3.A.:  Eliminating  Limits on Investing in Other  Investment
Companies.

The purpose of this proposal is to provide the Fund with the maximum flexibility
permitted  by law to  pursue  its  investment  objective.  As a result of recent
regulatory  changes,  the ability of an  investment  company such as the Fund to
invest in other investment companies has been increased. Consistent with current
regulatory requirements, mutual funds may enter into fund of funds arrangements,
whereby a mutual fund can invest in a number of other mutual funds.

The  Fund  does  not  currently  anticipate  participating  in a fund  of  funds
arrangement.  However,  elimination of the Fund's current fundamental investment
restriction  regarding  investing in other investment  companies is necessary to
permit the Fund to enter into a fund of funds arrangement in the future.

Sub-Proposal No. 3.B.:  Eliminating  Prohibition on Margin Purchases and Short
Sales.

It is  proposed  that the  Fund's  current  fundamental  investment  restriction
prohibiting it from  purchasing  securities on margin or engaging in short sales
be  eliminated.  The existing  restriction  is not required to be a  fundamental
investment restriction.

Elimination  of this  restriction  is unlikely to affect the  management  of the
Fund.  The 1940 Act  prohibitions  on  margin  purchases  and short  sales  will
continue to apply to the Fund.

Sub-Proposal  No. 3.C.:  Eliminating  Restriction on Purchasing  Securities in
which Officers and Trustees of the Fund have an Interest.

The  Fund  is  currently  subject  to  a  fundamental   investment   restriction
prohibiting  it from  purchasing  the securities of an issuer if the officers of
the  Fund or the  Manager  individually  own 1/2 of 1% of  such  securities  and
together own more than 5% of such  securities.  This  restriction was originally
adopted to address a state requirement that is no longer applicable.

Elimination  of this  restriction  could  increase the Fund's  flexibility  when
choosing investments in the future.

Sub-Proposal  No. 3.D.:  Eliminating  Restriction  on Investing in  Unseasoned
Issuers.

The Fund is currently subject to a fundamental  investment  restriction limiting
its  investment in  securities of issuers that have been in operation  less than
three years (so-called "unseasoned issuers").

This restriction was originally  adopted to address state requirement that is no
longer  applicable to the Fund.  Elimination of this restriction  could increase
the Fund's flexibility when choosing investments in the future.

Sub-Proposal  No. 3.E.:  Eliminating  Restriction  on Investing for Purpose of
Acquiring Control.

It is  proposed  that the  Fund's  current  fundamental  investment  restriction
prohibiting  it  from  investing  in  portfolio  companies  for the  purpose  of
acquiring control be eliminated.  The Fund has no intention of investing for the
purpose of acquiring control of a company, and elimination of the restriction is
not expected to have a significant impact on the Fund's investment  practices or
management.

The restriction is unnecessary and may reduce possible investment  opportunities
because a mutual  fund might be  considered  to be  investing  for control if it
purchases a large  percentage of the securities of a single issuer.  Eliminating
this restriction  also will give the Fund greater  flexibility in exercising its
rights as a  shareholder  of the  portfolio  companies  it invests in, to try to
protect its interests and those of its shareholders.

Sub-Proposal   No.   3.F.:    Eliminating    Restriction   on   Investing   in
Mineral-Related Leases.

The Fund is currently subject to a fundamental  restriction  prohibiting it from
investing  in  oil,  gas  or  mineral-related  programs.  This  restriction  was
originally  adopted to address state requirement that is no longer applicable to
the Fund.  Elimination of this restriction could increase the Fund's flexibility
when choosing investments in the future.

The Fund will continue to be prohibited from purchasing commodities or commodity
contracts.





Sub-Proposal No. 3.G.: Eliminating Restriction on Investing in Rights and
Warrants.

It is proposed that the Fund's fundamental  investment  restriction limiting its
ability  to  invest  in  rights  and   warrants  be   eliminated.   This  was  a
state-law-mandated restriction that no longer applies to the Fund.

This  restriction no longer applies to the Fund, and the Board believes that its
elimination could increase the Fund's  flexibility when choosing  investments in
the future.

Sub-Proposal No. 3.H.: Eliminating Restriction on Investing in Certain
Repurchase Agreements

It is proposed that the Fund's fundamental  investment  restriction limiting its
investments  in  repurchase  agreements  maturing in more than seven (7) days be
eliminated.  Repurchase  agreements  maturing  in more  than  seven (7) days are
generally considered to be illiquid securities.

The Fund believes that this restriction is unnecessary and may, in fact,  reduce
possible investment opportunities.

Elimination of this restriction is not expected to have a significant  impact on
the Fund's investment  practices or management  because the Fund remains subject
to its non-fundamental  investment restriction that it will not invest more than
10% of its net assets in illiquid or restricted securities.

Sub-Proposal No. 3.I.: Eliminating Restriction on Pledging of Assets.

It is  proposed  that the  Fund's  prohibition  on  pledging  of its  assets  be
eliminated.

The  existing  restriction  is not  required  to be  fundamental,  and the Board
believes that the Fund should be provided with the maximum flexibility permitted
by law to  pursue  its  investment  objectives.  The  1940 Act  prohibitions  on
borrowing (as reflected in the Fund's non-fundamental policy on borrowing) would
continue  to apply  (whereby  the Fund may  borrow  from  banks - and invest the
borrowed  funds in portfolio  securities - provided that the value of the Fund's
assets, less its liabilities other than borrowings, is equal to at least 300% of
all borrowings).





PROPOSAL 4: TO APPROVE AMENDMENTS TO CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUND

This proposal consists of four (4) sub-proposals.

***Summary of Impact of Amendments.

Because of recent regulatory changes, certain investment restrictions adopted by
the Fund are more  restrictive than currently  required.  The Fund's Board finds
that the proposed amendment of certain  fundamental  investment  restrictions of
the Fund is in the best  interests of  shareholders.  The  proposed  changes are
intended  to  provide  the Fund with  greater  flexibility  to respond to future
market developments and to increase future investment opportunities.

The  proposed  changes are not  expected to  materially  change the current risk
profile of an investment in the Fund.

Sub-Proposal 4.A.  Foreign Securities

The Board  proposes that the Fund's policy on purchasing  foreign  securities be
changed to a  non-fundamental  policy  that  would  permit the Fund to invest in
foreign  unregistered  offerings,  including  those  offerings  where the issuer
commits to file a  registration  statement  within a short  period and where the
issuer may already have publicly-traded stock outstanding.

The existing policy is not required to be a fundamental  investment policy under
the 1940 Act and the Board recommends that shareholders  approve  replacement of
the current fundamental policy with a non-fundamental policy regarding ownership
of foreign securities.  The purpose of this proposal is to provide the Fund with
the maximum flexibility  permitted by law to pursue its investment objective and
to conform  the  Fund's  policy in this area to one that is  expected  to become
standard  for all  Oppenheimer  funds.  The  Board  believes  that  standardized
policies will assist the Fund and the Manager in maintaining compliance with the
various investment restrictions to which the Oppenheimer funds are subject.

Changing  the policy to a  non-fundamental  policy  will give the Board  greater
flexibility  in the future in making  changes to the policy  without  having the
Fund  undergo  the  expense of a  shareholder  vote for what  essentially  is an
operational issue.

The Fund would  retain its  non-fundamental  operating  policy  that it does not
currently  intend  to  invest  more  than 25% of its  total  assets  in  foreign
securities.  Currently,  the Fund's investment focus is U.S. issuers. The Fund's
foreign  holdings,  which have  generally  been 10% or less of the Fund's  total
assets, have typically been of issuers located in developed countries.  Approval
of this proposed policy is unlikely to affect management of the Fund.

Sub-Proposal 4.B.  Diversification

The Fund  cannot buy  securities  of any one issuer if more than 5% of its total
assets  would be invested in  securities  of that issuer or if it would then own
more than 10% of that issuer's  voting  securities.  Currently,  the policy with
respect to diversification applies to 100% of the Fund's total assets. The Board
proposes  that the Fund's policy with respect to  diversification  be amended to
apply to 75% of the Fund's total assets.  This change would be  consistent  with
the  requirements  of the 1940 Act and  would  promote  the  standardization  of
fundamental investment  restrictions among all the funds in the OppenheimerFunds
complex.

As  amended,  the  policy  on  diversification  for  the  Fund  would  remain  a
fundamental  policy changeable only by the vote of a majority of the outstanding
voting securities.

Sub-Proposal 4.C.  Hedging Strategies

The Fund  currently is subject to several  fundamental  investment  restrictions
concerning its hedging strategies. The Board proposes that several of the Fund's
fundamental  policies with respect to various  hedging  strategies be changed to
non-fundamental policies.

The existing  policies are not required to be  fundamental  investment  policies
under the 1940 Act. The purpose of this proposal is to provide the Fund with the
maximum flexibility  permitted by law to pursue its investment  objective and to
conform  the  Fund's  policy  in this  area to one that is  expected  to  become
standard  for  all  Oppenheimer  funds.  The  proposed  non-fundamental  hedging
policies are substantially  similar to the Fund's current  fundamental  policies
with the exception of (1) expanding the types of futures that may be traded, (2)
permitting  options on sector indices as well as on broadly-based  indices,  and
(3) removing the prohibition on writing puts.

Changing these policies to non-fundamental  policies will give the Board greater
flexibility in the future in making  changes to the policies  without having the
Fund  undergo  the  expense  of a  shareholder  vote  for what  essentially  are
operational issues.

If the Fund is permitted to trade options on sector indices, this may enable the
Fund to better hedge industry sector risks within its portfolio.

Sub-Proposal 4.D.  Loans

Under its current  restriction,  the Fund may invest in debt  securities and may
enter  into  repurchase  agreements,  which  may be  considered  a loan,  and is
permitted to lend its portfolio securities.

It is proposed that the current fundamental restriction be amended to permit the
Fund to lend its assets to affiliated  investment companies (for example,  other
funds in the OppenheimerFunds complex). Before an inter-fund lending arrangement
can be established, the Fund must obtain approval from the SEC. The Fund has not
yet decided to apply for such an order and there is no guarantee  any such order
would be granted,  even if applied for. Until the SEC has approved an inter-fund
lending  application,  the Fund  will not  engage  in  lending  with  affiliated
investment companies.  As amended, the restriction on lending for the Fund would
remain a fundamental  restriction  changeable  only by the vote of a majority of
the outstanding voting securities.

The reason for lending money to an affiliated  fund is that the lending fund may
be able to obtain a higher rate of return than it could from  interest  rates on
alternative  short-term  investments.  To  assure  that  the  Fund  will  not be
disadvantaged by making loans to affiliated  funds,  certain  safeguards will be
implemented.

PROPOSAL 5: TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND
RESTATED DECLARATION OF TRUST

The Board of Trustees has approved and recommends  that the  shareholders of the
Fund authorize them to adopt and execute the Amended and Restated Declaration of
Trust.  The New  Declaration of Trust is a more modern form of trust  instrument
for a Massachusetts business trust, such as the Fund, and going forward, will be
used  as  the  standard  Declaration  of  Trust  for  all  new  OppenheimerFunds
Massachusetts business trusts.

Adoption of the New  Declaration  of Trust will not result in any changes in the
Fund's  Trustees or  officers  or in the  investment  policies  and  shareholder
services described in the Fund's current prospectus.

The New Declaration of Trust amends the Current Declaration of Trust in a number
of significant ways. The proxy statement summarizes some of the more significant
amendments to the Current  Declaration of Trust effected by the New  Declaration
of Trust.

PROPOSAL 6: TO APPROVE THE FUND'S CLASS B 12b-1 PLAN

Under the Fund's current Class B 12b-1 plan the Fund's Class B shares  currently
pay to the  Fund's  Distributor  up to 0.25% of  average  annual net assets as a
service fee and up to 0.75% of average annual net assets as an asset-based sales
charge.  The current plan is intended to reimburse  the Fund's  Distributor  for
certain types of expenses incurred in distributing Fund shares.

The proposed  Class B 12b-1 plan is similar to the current  12b-1 plan as to the
amount of payments the Fund makes to the  Distributor  on an annual  basis.  The
difference  between the current Class B 12b-1 plan and the proposed plan is that
over time, the Fund's payments under the 12b-1 plan may exceed the amount, which
the Fund  might pay under the  current  plan.  The length of time over which the
Fund's  payments  will  continue  under the proposed  plan is not limited by any
reimbursement  factor (as is the case under the current Class B 12b-1 Plan), and
the Fund's  payments  may  continue  for a longer  period of time than under the
current plan, thus potentially  increasing the amount of plan payments which, in
turn, may reduce the dividends and total return on the Fund's Class B shares.

The Board  approved the  replacement  of the current Class B 12b-1 plan with the
proposed  Class B 12b-1  plan  because  the  Distributor  may not  receive  full
reimbursement  for its  distribution-related  expenses under the current plan in
certain circumstances. The Board determined that the proposed Class B 12b-1 plan
is in the best  interests  of the Fund and that its  adoption  has a  reasonable
likelihood of benefiting the Fund and its Class B shareholders.


FOR ANY OTHER QUESTIONS,  PLEASE CONTACT JEFFREY BURNS (3-5089),  PHIL MASTERSON
(8-2486), KATE IVES (8-3331) OR KATHERINE FELD (3-0252).