SC TO-I/A 1 schedule.htm SCHEDULE TO Schedule TO
                                        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: $16,921,556.49a         Amount of Filing Fee: $1,991.00b
--------------------------------------------------------------------------------------------------------------------

     (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 November 30, 2005.

(b)  Calculated at 0.00011770% 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:  $1,991.00
Form or Registration No.:  005-79313
Filing Party:  OFI Tremont Market Neutral Hedge Fund
Date Filed:  January 31, 2006

     [  ]  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  January  31,  2006 by OFI
Tremont Market Neutral Hedge Fund (the "Fund") in connection  with an offer (the
"Offer")  by the  Fund to  purchase  $16,921,556.49  of  interests  in the  Fund
("Shares")  on  the  terms  and  subject  to the  conditions  set  forth  in the
Repurchase Offer Notice and the related Cover Letter to Repurchase Offer. Copies
of the Cover  Letter  to  Repurchase  Offer and  Repurchase  Offer  Notice  were
previously  filed as Exhibits  (a)(1)(i) and (a)(1) (ii),  respectively,  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
have 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 March 2, 2006.

     2. $0 (zero) in Shares were validly tendered and not withdrawn prior to the
expiration of the Offer, and all of those Shares 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:  June 22, 2006