SC TO-I/A 1 formsept.htm FORM SC TO-1/A Form SC TO-1/A
                             SECURITIES AND EXCHANGE COMMISSION
                                    Washington, DC 20549

                                        SCHEDULE TO

                 Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                           of the Securities Exchange Act of 1934

                                     (Final Amendment)

                           OFI Tremont Market Neutral Hedge Fund
                           -------------------------------------
                                      (Name of Issuer)

                           OFI Tremont Market Neutral Hedge Fund
                            (Name of Person(s) Filing Statement)

                               Shares of Beneficial Interest
                               (Title of Class of Securities)

                                         67084L101
                           (CUSIP Number of Class of Securities)

                                  Lisa I. Bloomberg, Esq.
                                 Two World Financial Center
                               225 Liberty Street, 11th Floor
                               New York, New York 10281-1008
                                       (212) 323-0560
         (Name, Address and Telephone Number of Person Authorized to Receive
       Notices and Communications on Behalf of the Person(s) Filing Statement)

                                 CALCULATION OF FILING FEE

-------------------------------------------------------------------------------
 Transaction Valuation: $21,490,714.25a Amount of Filing Fee: $2,723b
-------------------------------------------------------------------------------

     (a)  Calculated as the aggregate  maximum  purchase  price for  twenty-five
percent of the Issuer's  outstanding shares of beneficial  interest based on the
estimated total net asset value of the Issuer's outstanding shares of beneficial
interest as of June 30, 2004.

(b)  Calculated at 0.01267% of the Transaction Valuation.

     [x]  Check the box if any part of the fee is  offset  as  provided  by Rule
0-11(a)(2)  and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount Previously Paid:  $2,723
Form or Registration No.:  005-79313
                           ---------
Filing Party:  OFI Tremont Market Neutral Hedge Fund
               -------------------------------------
Date Filed:  July 30, 2004

[ ] Check the box if the filing  relates solely to  preliminary communications
made before the commencement of a tender offer.

Check the appropriate  boxes below to designate  any transactions to which the
statement relates:

[  ]  third-party tender offer subject to Rule 14d-1.
[x ]  issuer tender offer subject to Rule 13e-4.
[  ]  going-private transaction subject to Rule 13e-3.
[  ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [x]

     This Final  Amendment  relates  to the Issuer  Tender  Offer  Statement  on
Schedule TO (the  "Statement")  originally filed on July 30, 2004 by OFI Tremont
Market Neutral Hedge Fund (the "Fund") in connection with an offer (the "Offer")
by the Fund to purchase $21,490,714.25 of interests in the Fund ("Interests") on
the terms and subject to the conditions set forth in the Repurchase Offer Notice
and the related  Letter to  Repurchase  Offer.  Copies of the  Repurchase  Offer
Notice  and  Letter  to  Repurchase  Offer  were  previously  filed as  Exhibits
(a)(1)(i) and (a)(1) (ii) to the Statement.

     This is the Final  Amendment to the  Statement and is being filed to report
the results of the offer.  Capitalized  terms not otherwise defined herein shall
be the meanings ascribed to them in the Repurchase Offer Notice.

      The following information is furnished pursuant to Rule 13e-4(c)4:

    1.  The Offer expired at 12:00 midnight, New York time, on August 31, 2004.

    2.  $5,000,000 in Interests were validly tendered and not withdrawn prior to
the expiration of the Offer, and all of those Interests were accepted for
purchase, and paid for, by the Fund in accordance with the terms of the Offer.

                                         SIGNATURE

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

                                    OFI Tremont Market Neutral Hedge Fund


                                          /s/ Lisa I. Bloomberg
                                    By:______________________________________
                                          Name: Lisa I. Bloomberg
                                          Title:   Assistant Secretary

Date:  January 14, 2005