EX-23

The Board of Trustees and Shareholders
Rochester Fund Municipals:


In planning and performing our audit of the financial statements of Rochester
Fund Municipals (the Fund) for the year ended December 31, 2004, we considered
its internal control, including control activities for safeguarding securities,
in order to determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.

The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with accounting principles generally accepted
in the United States of America. Those controls include the safeguarding of
assets against unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the Public Company Accounting Oversight Board (United States). A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. However, we noted no matters involving internal control and its
operation, including controls for safeguarding securities, which we consider to
be material weaknesses as defined above as of December 31, 2004.

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





                                    KPMG LLP


Denver, Colorado
February 8, 2005

EX-99

ROCSOP

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for December 31, 2004. 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(5)
        ------------------------------------------------------
        $3,196,431              $364,214            $3,560,645

5. $364,214 was distributed in connection with Fund share redemptions.

EX-99.77E LEGAL

LITIGATION

A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor (collectively, the
"Oppenheimer defendants"), as well as 51 of the Oppenheimer funds (as "Nominal
Defendants") including the Fund, 31 present and former Directors or Trustees and
9 present and former officers of the funds. This complaint, filed in the U.S.
District Court for the Southern District of New York on January 10, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

      The Oppenheimer defendants believe that the allegations contained in the
Complaints are without merit and that they, the funds named as Nominal
Defendants, and the Directors/Trustees of those funds have meritorious defenses
against the claims asserted. The Oppenheimer defendants intend to defend these
lawsuits vigorously and to contest any claimed liability, and they have retained
legal counsel to defend such suits. The Oppenheimer defendants believe that it
is premature to render any opinion as to the likelihood of an outcome
unfavorable to them and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss.

EX-99.6 ADVSER CONTR

                              AMENDED AND RESTATED
                          INVESTMENT ADVISORY AGREEMENT

AGREEMENT, made the 1st day of January, 2005, by and between ROCHESTER FUND
MUNICIPALS, a Massachusetts business trust (hereinafter referred to as the
"Fund"), and OPPENHEIMERFUNDS, INC. (hereinafter referred to as "OFI").

         WHEREAS, the Fund is an open-end, non-diversified management investment
company registered as such with the Securities and Exchange Commission (the
"Commission") pursuant to the Investment Company Act of 1940 (the "Investment
Company Act"), and OFI is an investment adviser registered as such with the
Commission under the Investment Advisers Act of 1940;

         WHEREAS, the Fund has Shares of beneficial interest to be issued by the
Fund ("Shares") pursuant to the Fund's registration statement;

         WHEREAS, the Fund desires that OFI shall act as its investment adviser
pursuant to this Agreement;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:

         1.       General Provisions:







                  The Fund hereby employs OFI and OFI hereby undertakes to act
as the investment adviser of the Fund in connection with, and for the benefit
of, the Fund and to perform for the Fund such other duties and functions in
connection with the Fund for the period and on such terms as set forth in this
Agreement. OFI shall, in all matters, give to the Fund and its Board of Trustees
(the "Trustees") the benefit of its best judgment, effort, advice and
recommendations and shall, at all times conform to, and use its best efforts to
enable the Fund to conform to (i) the provisions of the Investment Fund Act and
any rules or regulations thereunder; (ii) any other applicable provisions of
state or Federal law; (iii) the provisions of the Declaration of Trust and
By-Laws of the Fund as amended from time to time; (iv) policies and
determinations of the Trustees; (v) the fundamental policies and investment
restrictions of the Fund as reflected in the registration statement of the Fund
under the Investment Company Act or as such policies may, from time to time, be
amended and (vi) the Prospectus and Statement of Additional Information of the
Fund in effect from time to time. The appropriate officers and employees of OFI
shall be available upon reasonable notice for consultation with any of the
Trustees and officers of the Fund with respect to any matters dealing with the
business and affairs of the Fund including the valuation of portfolio securities
of the Fund which are either not registered for public sale or not traded on any
securities market.

         2.       Investment Management:

                  (a) OFI shall, subject to the direction and control by the
Trustees, (i) regularly provide investment advise and recommendations to the
Fund with respect to the investments, investment policies and the purchase and
sale of securities and other investments for the Fund; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the Fund;
and(iii) arrange, subject to the provisions of paragraph 7 hereof, for the
purchase of securities and other investments for the Fund and the sale of
securities and other investments held in the portfolio of the Fund.

                  (b) Provided that the Fund shall not be required to pay any
compensation for services under this Agreement other than as provided by the
terms of the Agreement and subject to the provisions of paragraph 7 hereof, OFI
may obtain investment information, research or assistance from any other person,
firm or corporation to supplement, update or otherwise improve its investment
management services including entering into sub-advisory agreements with other
affiliated or unaffiliated registered investment advisors to obtain specialized
services.

                  (c) Provided that nothing herein shall be deemed to protect
OFI from willful misfeasance, bad faith or gross negligence in the performance
of its duties, or reckless disregard of its obligations and duties under this
Agreement, OFI shall not be liable for any loss sustained by reason of good
faith errors or omissions in connection with any matters to which this Agreement
relates.

                  (d) Nothing in this Agreement shall prevent OFI or any entity
controlling, controlled by or under common control with OFI or any officer
thereof from acting as investment adviser for any other person, firm or
corporation or in any way limit or restrict OFI or any of its directors,
officers, stockholders or employees from buying, selling or trading any
securities or other investments for its or their own account or for the account
of others for whom it or they may be acting, provided that such activities will
not adversely affect or otherwise impair the performance by OFI of its duties
and obligations under this Agreement.

         3. Other Duties of OFI:

                  OFI shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be required to
provide effective corporate administration for the Fund, including the
compilation and maintenance of such records with respect to its operations as
may reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission; composition of periodic
reports with respect to operations of the Fund for its shareholders; composition
of proxy materials for meetings of the Fund's shareholders; and the composition
of such registration statements as may be required by Federal and state
securities laws for continuous public sale of Shares of the Fund. OFI shall, at
its own cost and expense, also provide the Fund with adequate office space,
facilities and equipment. OFI shall, at its own expenses, provide such officers
for the Fund as the Board of Trustees may request.

4. Allocation of Expenses:

                  All other costs and expenses of the Fund not expressly assumed
by OFI under this Agreement, or to be paid by the Distributor of the Shares of
the Fund, shall be paid by the Fund, including, but not limited to: (i)
interest, taxes and governmental fees; (ii) brokerage commissions and other
expenses incurred in acquiring or disposing of the portfolio securities and
other investments of the Fund; (iii) insurance premiums for fidelity and other
coverage requisite to its operations; (iv) compensation and expenses of its
Trustees other than those affiliated with OFI; (v) legal and audit expenses;
(vi) custodian and transfer agent fees and expenses; (vii) expenses incident to
the redemption of its Shares; (viii) expenses incident to the issuance of its
Shares against payment therefor by or on behalf of the subscribers thereto; (ix)
fees and expenses, other than as hereinabove provided, incident to the
registration under Federal and state securities laws of Shares of the Fund for
public sale; (x) expenses of printing and mailing reports, notices and proxy
materials to shareholders of the Fund; (xi) except as noted above, all other
expenses incidental to holding meetings of the Fund's shareholders; and (xii)
such extraordinary non-recurring expenses as may arise, including litigation,
affecting the Fund and any legal obligation which the Fund may have to indemnify
its officers and Trustees with respect thereto. Any officers or employees of OFI
(or any entity controlling, controlled by, or under common control with OFI) who
also serve as officers, Trustees or employees of the Fund shall not receive any
compensation from the Fund thereof for their services.

         5. Compensation of OFI:

                  The Fund agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its part to be
performed pursuant to the provisions hereof, a fee computed on the total net
asset value of the Fund as of the close of each business day and payable monthly
at the annual rate for each Series set forth on Schedule A hereto.

         6. Use of Name "Oppenheimer" or "Rochester":

                  OFI hereby grants to the Fund a royalty-free, non-exclusive
license to use the name "Oppenheimer" or "Rochester" in the name of the Fund for
the duration of this Agreement and any extensions or renewals thereof. To the
extent necessary to protect OFI's rights to the name "Oppenheimer" or
"Rochester" under applicable law, such license shall allow OFI to inspect and,
subject to control by the Fund's Board, control the nature and quality of
services offered by the Fund under such name and may, upon termination of this
Agreement, be terminated by OFI, in which event the Fund shall promptly take
whatever action may be necessary to change its name and discontinue any further
use of the name "Oppenheimer" or "Rochester" in the name of the Fund or
otherwise. The name "Oppenheimer" and "Rochester" may be used or licensed by OFI
in connection with any of its activities, or licensed by OFI to any other party.

         7. Portfolio Transactions and Brokerage:

                  (a) OFI (and any Sub Advisor) is authorized, in arranging the
purchase and sale of the portfolio securities and other investments of the Fund
to employ or deal with such members of securities or commodities exchanges,
brokers or dealers (hereinafter "broker-dealers"), including "affiliated"
broker-dealers (as that term is defined in the Investment Company Act), as may,
in its best judgment, implement the policy of the Fund to obtain, at reasonable
expense, the "best execution" (prompt and reliable execution at the most
favorable security price obtainable) of the portfolio transactions of the Fund
as well as to obtain, consistent with the provisions of subparagraph (c) of this
paragraph 7, the benefit of such investment information or research as will be
of significant assistance to the performance by OFI (and any Sub Advisor) of its
(their) investment management functions.

                  (b) OFI (and any Sub Advisor) shall select broker-dealers to
effect the portfolio transactions of the Fund on the basis of its estimate of
their ability to obtain best execution of particular and related portfolio
transactions. The abilities of a broker-dealer to obtain best execution of
particular portfolio transaction(s) will be judged by OFI (or any Sub Advisor)
on the basis of all relevant factors and considerations including, insofar as
feasible, the execution capabilities required by the transaction or
transactions; the ability and willingness of the broker-dealer to facilitate the
portfolio transactions of the Fund by participating therein for its own account;
the importance to the Fund of speed, efficiency or confidentiality; the
broker-dealer's apparent familiarity with sources from or to whom particular
securities or other investments might be purchased or sold; as well as any other
matters relevant to the selection of a broker-dealer for particular and related
transactions of the Fund.







                  (c) OFI (and any Sub Advisor) shall have discretion, in the
interests of the Fund, to allocate brokerage on the portfolio transactions of
the Fund to broker-dealers, other than an affiliated broker-dealer, qualified to
obtain best execution of such transactions who provide brokerage and/or research
services (as such services are defined in Section 28(e)(3) of the Securities
Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its
affiliates (or any Sub Advisor) exercise "investment discretion" (as that term
is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to
cause the Fund to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission another
broker-dealer adequately qualified to effect such transaction would have charged
for effecting that transaction, if OFI (or any Sub Advisor) determines, in good
faith, that such commission is reasonable in relation to the value of the
brokerage and/or research services provided by such broker-dealer viewed in
terms of either that particular transaction or the overall responsibilities of
OFI or its affiliates (or any Sub Advisor) with respect to accounts as to which
they exercise investment discretion. In reaching such determination, OFI (or any
Sub Advisor) will not be required to place or attempt to place a specific dollar
value on the brokerage and/or research services provided or being provided by
such broker-dealer. In demonstrating that such determinations were made in good
faith, OFI (and any Sub Advisor) shall be prepared to show that all commissions
were allocated for purposes contemplated by this Agreement and that the total
commissions paid by the Fund over a representative period selected by the Fund's
Trustees were reasonable in relation to the benefits to the Fund.

                  (d) OFI (or any Sub Advisor) shall have no duty or obligation
to seek advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select any
broker-dealer on the basis of its purported or "posted" commission rate but
will, to the best of its ability, endeavor to be aware of the current level of
the charges of eligible broker-dealers and to minimize the expense incurred by
the Fund for effecting its portfolio transactions to the extent consistent with
the interests and policies of the Fund as established by the determinations of
the Board of Trustees of the Fund and the provisions of this paragraph 7.

                  (e) The Fund recognizes that an affiliated broker-dealer: (i)
may act as one of the Fund's regular brokers for the Fund so long as it is
lawful for it so to act; (ii) may be a major recipient of brokerage commissions
paid by the Fund; and (iii) may effect portfolio transactions for the Fund only
if the commissions, fees or other renumeration received or to be received by it
are determined in accordance with procedures contemplated by any rule,
regulation or order adopted under the Investment Company Act to be within the
permissible level of such commissions.

         8. Duration:

                  This Agreement will take effect on the date first set forth
above. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement
shall continue in effect from year to year, so long as such continuance shall be
approved at least annually by the Fund's Board of Trustees, including the vote
of the majority of the Trustees of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Investment Fund Act) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval, or by the holders of a "majority" (as defined in the Investment Fund
Act) of the outstanding voting securities of the Fund and by such a vote of the
Fund's Board of Trustees.

         9. Disclaimer of Shareholder or Trustee Liability:

                  OFI understands and agrees that the obligations of the Fund
under this Agreement are not binding upon any shareholder or Trustee of the Fund
personally, but bind only the Fund and the Fund's property; OFI represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder or Trustee liability for acts or obligations of the
Fund.

         10.      Termination:

                  This Agreement may be terminated (i) by OFI at any time
without penalty upon sixty days' written notice to the Fund (which notice may be
waived by the Fund); or (ii) by the Fund at any time without penalty upon sixty
days' written notice to OFI (which notice may be waived by OFI) provided that
such termination by the Fund shall be directed or approved by the vote of a
majority of all of the Trustees of the Fund then in office or by the vote of the
holders of a "majority" of the outstanding voting securities of the Fund (as
defined in the Investment Company Act).

         11. Assignment or Amendment:

                  This Agreement may not be amended, or the rights of OFI
hereunder sold, transferred, pledged or otherwise in any manner encumbered
without the affirmative vote or written consent of the holders of the "majority"
of the outstanding voting securities of the Fund. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as
defined in the Investment Company Act.

         12.      Definitions:

                  The terms and provisions of the Agreement shall be interpreted
and defined in a manner consistent with the provisions and definitions contained
in the Investment Company Act.

13. Accounting, Administration and Recordkeeping Agreement:

                  Notwithstanding any provision of this Agreement to the
contrary, OFI is not required under this Agreement to perform for the Fund any
duties or functions set forth in the Accounting, Administration and
Recordkeeping Agreement between the Fund and OFI.

                            ROCHESTER FUND MUNICIPALS



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


                            OPPENHEIMERFUNDS, INC.



                            By: /s/John V. Murphy
                                -----------------
                                John V. Murphy, Chairman, President &
                                Chief Executive Officer







                                   Schedule A
                                       to
                          Investment Advisory Agreement
                                     between
                            Rochester Fund Municipals
                                       and
                       Oppenheimer Management Corporation


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             Annual Fee as a Percentage of Daily Total Net Assets
================================================================================
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0.54% of the first $100 million of average daily net assets
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0.52% of the next $150 million of average daily net assets
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0.47% of the next $1.75 billion of average daily net assets
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0.46% of the next $3 billion of average daily net assets
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0.45% of the next $3 billion of average daily net assets
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0.44% of average daily net assets over $8 billion
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