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Semiannual Report December 31, 2000

Oppenheimer
High Yield Fund

[LOGO OF OPPENHEIMER FUNDS]

REPORT HIGHLIGHTS

CONTENTS

1	President’s Letter
3	An Interview with Your Fund’s Managers
8	Financial Statements
43	Officers and Trustees

Fund Objective

Oppenheimer High Yield Fund seeks high current income by investing mainly in high yield, lower rated fixed income securities as its primary goal. The Fund secondarily seeks capital growth when consistent with its main goal.

Cumulative Total Returns*
	For the Six-Month Period
	Ended 12/31/00
	Without	With
	Sales Chg.	Sales Chg.
Class A	–4.41%	–8.95%
Class B	–4.73	–9.24
Class C	–4.78	–5.68
Class Y	–4.42

Average Annual Total Returns*
	For the 1-Year Period
	Ended 12/31/00
	Without	With
	Sales Chg.	Sales Chg.
Class A	–3.89%	–8.45%
Class B	–4.57	–8.88
Class C	–4.62	–5.48
Class Y	–3.79

*See Notes on page 7 for further details.

PRESIDENT’S LETTER

[PHOTO]     [PHOTO]

James C. Swain
Chairman
Oppenheimer
High Yield Fund

Bridget A. Macaskill
President
Oppenheimer
High Yield Fund

Dear Shareholder,

The year 2000 was one to remember, both for the performance of the financial markets and the lessons it presented to all investors.    
     In many ways, 2000 was a study in contrasts. Many stocks experienced sharp declines, while municipal and high quality bonds performed strongly. The year began with unrestrained enthusiasm for technology stocks in particular, and growth stocks in general, but ended with value-oriented stocks providing better performance.
     Market conditions shifted dramatically during 2000. When the year began, the economy was growing rapidly, raising concerns that long-dormant inflationary pressures might resurface. By midyear, however, after a series of interest rate hikes by the Federal Reserve Board (the Fed), the economy began to slow—triggering fears of a potential recession. The slowing economy generally hurt the stock market and benefited high quality bonds.
     The lessons provided by a volatile and difficult year reinforced many of the basic investment principles we have discussed in this letter from time to time. In 2000, market volatility was a powerful reminder of the importance of investment diversification—the time-honored strategy of spreading risk among various asset classes, industry groups and investment styles. In addition, actively managed funds generally outperformed passive index funds, as research-intensive security selection again made a critical difference for portfolio returns. Perhaps most important, the markets in 2000 confirmed that sound business fundamentals, rather than investment fads, are a more powerful determinant of investment success over the long term.
     Looking forward, we are cautiously optimistic. Our caution arises from expectations that the economy will grow only moderately during the first half of 2001. The Fed, already more concerned about a potential recession than inflation, reversed its monetary

1 OPPENHEIMER HIGH YIELD FUND

PRESIDENT’S LETTER

policy of the past 18 months by reducing key short-term interest rates. This rate cut, combined with the possibility of future interest rate reductions and a federal income tax cut, may help the economy achieve a “soft landing.”
     Our current situation has mixed implications for stocks and bonds. While slowed growth may mean decelerated corporate earnings growth, lower interest rates could bolster stock valuations. Similarly, slower economic growth has helped interest-rate-sensitive securities, such as U.S. Government securities, but may have a negative effect on credit-sensitive corporate bonds.
     In overseas markets, we believe potential investment opportunities may reside in Europe, which appears to be experiencing slow, steady growth bolstered by the strengthening euro and falling oil prices. Signs are less encouraging in Japan, where the economy generally remains weak. Lower interest rates are buoying the economies of the emerging markets—but slowing growth, plus Mideast tensions, could cast a shadow over these regions.
     In this uncertain environment, we intend to adhere to the same proven investment principles that have driven our funds’ past success: broad diversification to help reduce risk, an unwavering focus on business fundamentals to seek likely winners, and a long-term perspective that preserves the integrity of each fund’s investment approach. Regardless of the short-term movements of the financial markets, these principles—fundamental parts of The Right Way to Invest—should serve investors well in 2001 and beyond.

Sincerely,

/s/ James C. Swain	/s/ Bridget A. Macaskill
James C. Swain	Bridget A. Macaskill
January 23, 2001

These general market views represent opinions of OppenheimerFunds, Inc. and are not intended to predict or depict performance of the securities markets or any particular fund. Specific information that applies to your Fund is contained in the pages that follow. Stocks and bonds have different types of investment risks; for example, stocks are subject to price changes from market volatility and other factors and bonds are subject to credit and interest rate risks.

2 OPPENHEIMER HIGH YIELD FUND

AN INTERVIEW WITH YOUR FUND’S MANAGERS

[PHOTO]

Portfolio Management
Team (l to r)
David Negri
Thomas Reedy

Q How did Oppenheimer High Yield Fund perform during the six months that ended December 31, 2000?
A. Oppenheimer High Yield Fund’s performance reflects the difficult market conditions for the high yield section of the fixed income market. The past six months were a very difficult period for the high yield market, which struggled to make headway against a current of restrictive monetary policy, rising default rates and volatile equity markets.

Please explain how monetary policy and the equity markets affected high yield bonds.
Since June 1999, the Federal Reserve Board has been on a campaign to ward off higher inflation. Its chosen weapon is higher short-term interest rates, which can reduce the rate of economic growth and thus prevent shortages of labor and materials from pushing up prices for goods and services. By May 2000, the Fed had boosted rates six times, for a total of 1.75%. By fall, the rate hikes seemed to have achieved the desired effect. The U.S. economy decelerated and inflation remained under control. Reassured by this, most of the bond market rallied. Yields fell and prices rose, especially for long-term, high quality bonds.
     Unfortunately for high yield bonds, however, the economic slowdown translated into deteriorating corporate earnings, with several less than favorable side effects. First, the falloff in earnings, combined with rising energy prices, spooked the equity markets last March, and they remained skittish. Second, slimmer profits made it harder for companies to meet their debt obligations. The default rate on high yield bonds increased as a result. Finally, as compensation for the greater default risk, lenders demanded high interest rates on debt instruments.

3 OPPENHEIMER HIGH YIELD FUND

AN INTERVIEW WITH YOUR FUND’S MANAGERS

Average Annual
Total Returns With
Sales Charge
For the Periods
Ended 12/31/001
Class A
1-Year	5-Year	10-Year
–8.45%	4.07%	9.25%
Class B		Since
1-Year	5-Year	Inception
–8.88%	4.01%	5.72%
Class C		Since
1-Year	5-Year	Inception
–5.48%	4.26%	4.55%
Class Y		Since
1-Year	5-Year	Inception
–3.79%	N/A	0.45%

     The net result was very high yields (and falling prices) for lower quality bonds. In fact, the difference in yield between long-term Treasuries and long-term high yield bonds was roughly 10% at one point, which is extremely large by historical standards.

How did you respond to the widening yield spread?

The portfolio is broadly diversified, which helped to minimize the impact of losses for any single issue. In addition, we benefited from our decisions to narrowly focus our investments in telecommunications bonds and to add to our energy holdings.

     Telecommunications as a whole was one of the hardest-hit areas of the high yield market. However, we should point out that “telecom” is not a single, monolithic industry; it actually comprises several subsectors, and not all suffered equally this year. In fact, the Fund was invested primarily in a subsector that held up relatively well: wireless companies (e.g., cellular phones, mobile telecommunications, etc.). The companies in this area tend to be more mature and less dependent upon the capital markets to fund their growth. A strong contributor to the Fund’s performance since the reporting period began was SBA Communications. This company builds towers that hold the antennas for wireless communications. SBA Communications Corp. benefits from restrictive zoning, which makes it difficult for new competitors to move in on its territory, and from excess capacity, which allows it to install new equipment on existing towers without great expense.

     The other strong performers were energy bonds issued by two companies that benefited from the huge runup in energy prices since early 2000. One company is an oil and gas producer; the second, a producer of natural gas.

1. See page 7 for further details.

4 OPPENHEIMER HIGH YIELD FUND

Standardized Yields
For the 30 Days
Ended 12/31/002
Class A	12.46%
Class B	12.29
Class C	12.26
Class Y	13.09

In retrospect, what would you have done differently?
We would have invested more assets in healthcare and gaming issues. After two painful years, the healthcare sector staged a recovery in 2000. Much of the renewed vigor was prompted by a change in government reimbursement policies, which helped to put HMOs and hospitals back in the black.
     The gaming industry, in turn, has increasingly demonstrated that it is non-cyclical and needn’t depend on the capital markets to finance growth. These traits have made the sector attractive to investors, and its bonds performed well during the period.

What is your outlook for high yield bonds in the coming months?
We believe the U.S. economy will slow to a pace somewhere close to its long-term average annual growth rate (roughly 3%). We also look for tight fiscal policy (i.e., restraints on government spending) and an end to the interest rate increases by the Federal Reserve. Historically, periods of moderate economic growth, low inflation, tight fiscal policy and relaxed monetary policy have been fabulous environments for the high yield market. So, we believe high yield bonds may soon enter a period where performance will not only be better than the past 6–12 months, but may even be exceptionally strong by historical standards.
     In the meantime, we will continue to use thorough research and analysis to take advantage of opportunities in the high yield market, which is one of the reasons why Oppenheimer High Yield Fund remains an important part of The Right Way to Invest.

2. Standardized yield is based on net investment income for the 30-day period ended December 31, 2000. Falling share prices will tend to artificially raise yields.

5 OPPENHEIMER HIGH YIELD FUND

AN INTERVIEW WITH YOUR FUND’S MANAGERS

Credit Allocation³

[GRAPH]
Treasury/Agency	1.3%
AAA/BB	2.2%
BB+/B-	77.3%
CCC+/C	6.3%
Other Securities	12.9%

Corporate Bonds & Notes—Top Ten Industries4
Media/Entertainment: Telecommunications	11.4%
Media/Entertainment: Wireless Communications	11.3
Media/Entertainment: Cable/Wireless Video	8.5
Energy	5.8
Transportation	5.2
Gaming/Leisure	5.1
Service	4.5
Information Technology	3.9
Manufacturing	3.1
Forest Products/Containers	2.7

3. Portfolio is subject to change. Percentages are as of December 31, 2000, and are dollar-weighted based on total market value of investments. Average credit quality and ratings allocations include securities rated by a national rating organization. Under normal market conditions, the Fund invests at least 65% of its assets in high yield, lower rated fixed income securities commonly known as “junk bonds.” Securities rated below investment-grade carry a greater risk of default. While the Fund has generally invested under 15% of its assets in foreign securities, which are subject to exchange rate and political uncertainties, it is not restricted to any amount by prospectus.

4. Portfolio is subject to change. Percentages are as of December 31, 2000, and are based on net assets.

6 OPPENHEIMER HIGH YIELD FUND

NOTES

In reviewing performance and rankings, please remember that past performance does not guarantee future results. 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 the original cost. Because of ongoing market volatility, the Fund’s performance may be subject to short-term changes. For updates on the Fund’s performance, please contact your financial advisor, call us at 1.800.525.7048 or visit our website, www.oppenheimerfunds.com.

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. The Fund’s total returns shown do not show the effects 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.

Class A shares were first publicly offered on 7/28/78. The Fund’s maximum sales charge for Class A shares was higher prior to 4/1/91, so actual performance may have been lower. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 4.75%.

Class B shares of the Fund were first publicly offered on 5/3/93.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 “life of class” 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 11/1/95. 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 Y shares of the Fund were first publicly offered on 10/15/97. Unless otherwise noted, Class Y shares are offered only to certain institutional investors under special agreement with the Distributor.

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

7 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS December 31, 2000 / Unaudited

		Principal	Market Value
		Amount	See Note 1
Asset-Backed Securities—0.3%
Morgan Stanley Capital I, Inc., Commercial Mtg. Pass-Through Certificates,
Series 1997-RR, Cl. F, 7.771%, 4/30/391 (Cost $6,524,085)	$	8,000,430	$	4,837,761
Corporate Loans—0.3%
Telergy, Inc., Sr. Sec. Credit Facilities Term Loan, Tranche A, 12.81%,
12/22/011,2 (Cost $3,958,949)		4,021,642		4,021,642
Mortgage-Backed Obligations—2.9%
AMRESCO Commercial Mortgage Funding I Corp.,
Multiclass Mtg. Pass-Through Certificates, Series 1997-C1, Cl. H, 7%, 6/17/291		840,000		666,225
Asset Securitization Corp., Commercial Mtg. Pass-Through Certificates,
Series 1997-D4, Cl. B3, 7.525%, 4/14/292		1,500,000		1,071,445
CBA Mortgage Corp., Mtg. Pass-Through Certificates, Series 1993-C1, Cl. E,
6.72%, 12/25/031,2		1,452,000		1,343,554
Federal Home Loan Mortgage Corp.,
Interest-Only Stripped Mtg.-Backed Security:
Series 194, Cl. IO, 8.99%, 4/1/283		27,895,314		7,222,271
Series 197, Cl. IO, 9.65%, 4/1/283		16,734,588		4,498,728
Series 199, Cl. IO, 20.43%, 8/1/283		12,379,422		3,332,773
Federal National Mortgage Assn., Interest-Only Stripped
Mtg.-Backed Security, Trust 294, Cl. 2, 7.88%, 2/1/283		18,426,021		4,491,343
First Chicago/Lennar Trust 1, Commercial Mtg. Pass-Through Certificates,
Series 1997-CHL1, Cl. E, 8.124%, 2/25/111,2		4,500,000		3,362,344
GMAC Commercial Mortgage Securities, Inc., Mtg. Pass-Through
Certificates, Interest-Only Stripped Mtg.-Backed Security, Series 1997-C1,
Cl. X, 8.01%, 7/15/273		69,388,223		5,225,801
GMAC Commercial Mortgage Securities, Inc., Mtg. Pass-Through
Certificates, Series 1997-C2, Cl. F, 6.75%, 4/16/29		3,000,000		1,832,812
Goldman Sachs Asset Management, Sub. Collateralized Bond Obligations,
Series 1A, Cl. D, 12.54%, 6/13/111		2,000,000		1,920,000
Morgan Stanley Capital I, Inc., Commercial Mtg. Pass-Through Certificates,
Series 1997-RR, Cl. D, 7.771%, 4/30/391		5,000,269		4,021,310
Mortgage Capital Funding, Inc., Commercial Mtg. Pass-Through Certificates,
Series 1997-MC1, Cl. F, 7.452%, 5/20/071		1,400,000		1,213,625
Resolution Trust Corp., Commercial Mtg. Pass-Through Certificates,
Series 1995-C1, Cl. F, 6.90%, 2/25/27		911,697		857,423
Salomon Brothers Mortgage Securities VII, Commercial Mtg. Pass-Through
Certificates, Series 1996-C1, Cl. E1, 8.876%, 1/20/282		2,496,000		2,393,040
Total Mortgage-Backed Obligations (Cost $48,206,098)				43,452,694
Foreign Government Obligations—0.0%
Perusahaan Listr Nts., 17%, 8/21/01 [IDR]	1,000,000,000			101,550
PT Hutama Karya Medium-Term Nts., Zero Coupon, 3/17/19991,4,5 [IDR]	4,000,000,000			113,695
Total Foreign Government Obligations (Cost $1,563,352)				215,245

8 OPPENHEIMER HIGH YIELD FUND

		Principal	Market Value
		Amount	See Note 1
Loan Participations—1.4%
Bank Rakyat Loan Participation Nts.:
Series 3 yr., 10.094%, 8/25/011,2	$	2,500,000	$	2,415,625
Series 4 yr., 10.344%, 8/25/021,2		500,000		460,625
Shoshone Partners Loan Trust Sr. Nts., 8.507%, 4/28/02 (representing a
basket of reference loans and a total return swap between Chase
Manhattan Bank and the Trust)1,2		23,200,000		17,725,250
Total Loan Participations (Cost $26,149,536)				20,601,500
Corporate Bonds and Notes—80.3%
Aerospace/Defense—1.2%
BE Aerospace, Inc., 9.50% Sr. Unsec. Sub. Nts., 11/1/08		4,500,000		4,488,750
Constellation Finance LLC, 9.80% Airline Receivable Asset-Backed Nts.,
Series 1997-1, Cl. 1, 1/1/011		3,000,000		2,947,500
Decrane Aircraft Holdings, Inc., 12% Sr. Unsec. Sub. Nts., Series B,
9/30/081		4,000,000		3,660,000
Fairchild Corp., 10.75% Sr. Unsec. Sub. Nts., 4/15/091		6,000,000		4,470,000
Loral Space & Communications Ltd., 9.50% Sr. Nts., 1/15/06		3,000,000		2,025,000
				17,591,250
Chemicals—2.7%
Avecia Group plc, 11% Sr. Unsec. Nts., 7/1/09		4,200,000		4,168,500
ClimaChem, Inc., 10.75% Sr. Unsec. Nts., Series B, 12/1/071		2,000,000		615,000
Georgia Gulf Corp., 10.375% Sr. Unsec. Sub. Nts., 11/1/07		1,500,000		1,410,000
Huntsman Corp./ICI Chemical Co. plc:
10.125% Sr. Unsec. Sub. Nts., 7/1/09		2,500,000		2,443,750
10.125% Sr. Unsec. Sub. Nts., 7/1/09 [EUR]		2,700,000		2,566,718
Zero Coupon Sr. Unsec. Disc. Nts., 13.09%, 12/31/096		11,200,000		3,136,000
Lyondell Chemical Co.:
9.625% Sr. Sec. Nts., Series A, 5/1/07		3,000,000		2,917,500
9.875% Sec. Nts., Series B, 5/1/07		3,000,000		2,917,500
10.875% Sr. Sub. Nts., 5/1/09		3,000,000		2,827,500
NL Industries, Inc.:
11.75% Sr. Sec. Nts., 10/15/037		4,060,000		4,120,900
11.75% Sr. Sec. Nts., 10/15/03		940,000		954,100
PCI Chemicals Canada, Inc., 9.25% Sec. Nts., 10/15/071		1,000,000		235,000
Pioneer Americas Acquisition Corp., 9.25% Sr. Nts., 6/15/074		3,000,000		555,000
Polymer Group, Inc., 9% Sr. Unsec. Sub. Nts., Series B, 7/1/07		3,800,000		2,527,000
Royster-Clark, Inc., 10.25% First Mtg. Nts., 4/1/091		2,500,000		1,762,500
Sterling Chemicals, Inc.:
11.75% Sr. Unsec. Sub. Nts., 8/15/067		3,300,000		1,600,500
12.375% Sr. Sec. Nts., Series B, 7/15/06		5,500,000		5,087,500
				39,844,968

9 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

		Principal	Market Value
		Amount	See Note 1
Consumer Durables—0.0%
Icon Health & Fitness, Inc., 12% Unsec. Nts., 7/15/051	$	151,000	$	83,050
Consumer Non-Durables—1.4%
AKI Holdings Corp., 0%/13.50% Sr. Disc. Debs., 7/1/091,8		2,520,000		957,600
AKI, Inc., 10.50% Sr. Unsec. Nts., 7/1/08		4,200,000		3,260,250
Boyds Collection Ltd. (The), 9% Sr. Unsec. Sub. Nts., Series B, 5/15/08		3,221,000		3,063,976
Consoltex Group, Inc., 11% Sr. Sub. Nts., Series B, 10/1/03		3,780,000		283,500
Galey & Lord, Inc., 9.125% Sr. Unsec. Sub. Nts., 3/1/08		2,700,000		1,471,500
Globe Manufacturing Corp., 10% Sr. Unsec. Sub. Nts., Series B, 8/1/081,4		3,500,000		350
Holmes Products Corp., 9.875% Sr. Sub. Nts., Series C, 11/15/07		1,000,000		445,000
Pope, Evans & Robbins, Inc., 7% Sr. Nts., 5/15/19981,4,5,9		5,955,189		—
Revlon Consumer Products Corp., 9% Sr. Nts., 11/1/06		7,200,000		5,328,000
Salton, Inc., 10.75% Sr. Unsec. Sub. Nts., 12/15/05		6,000,000		5,857,500
Styling Technology Corp., 10.875% Sr. Unsec. Sub. Nts., 7/1/084		1,200,000		42,000
				20,709,676
Energy—5.8%
Belden & Blake Corp., 9.875% Sr. Sub. Nts., 6/15/07		1,000,000		870,000
Chesapeake Energy Corp.:
9.125% Sr. Unsec. Nts., 4/15/06		3,227,000		3,267,337
9.625% Sr. Unsec. Nts., Series B, 5/1/05		4,000,000		4,135,000
Clark Refinancing & Marketing, Inc., 8.875% Sr. Sub. Nts., 11/15/07		6,000,000		3,330,000
Denbury Management, Inc., 9% Sr. Sub. Nts., 3/1/08		2,500,000		2,181,250
Empresa Electrica del Norte Grande SA, 10.50% Sr. Debs., 6/15/051		2,800,000		763,000
Frontier Oil Corp., 11.75% Sr. Nts., 11/15/09		5,500,000		5,479,375
Gothic Production Corp., 11.125% Sr. Sec. Nts., Series B, 5/1/05	10,300,000			11,072,500
Grant Geophysical, Inc., 9.75% Sr. Unsec. Nts., Series B, 2/15/08		4,015,000		2,238,362
Leviathan Gas Pipeline Partners LP/Leviathan Finance Corp., 10.375% Sr.
Unsec. Sub. Nts., Series B, 6/1/09		3,750,000		3,956,250
Nuevo Energy Co., 9.375% Sr. Sub. Nts., 10/1/1011		3,500,000		3,526,250
Ocean Rig Norway AS, 10.25% Sr. Sec. Nts., 6/1/08		4,000,000		3,420,000
Pogo Producing Co., 8.75% Sr. Sub. Nts., Series B, 5/15/07		7,525,000		7,449,750
R&B Falcon Corp., 12.25% Sr. Unsec. Nts., 3/15/06		6,000,000		7,110,000
RAM Energy, Inc., 11.50% Sr. Unsec. Nts., 2/15/08	12,700,000			9,842,500
RBF Finance Co.:
11% Sr. Sec. Nts., 3/15/06		6,000,000		6,975,000
11.375% Sr. Sec. Nts., 3/15/09		2,500,000		2,900,000
Statia Terminals International NV/Statia Terminals (Canada), Inc., 11.75%
First Mtg. Nts., Series B, 11/15/03		925,000		957,375
Stone Energy Corp., 8.75% Sr. Sub. Nts., 9/15/07		4,210,000		4,273,150
Universal Compression Holdings, Inc., 0%/9.875% Sr. Disc. Nts., 2/15/088		4,200,000		3,465,000
				87,212,099

10 OPPENHEIMER HIGH YIELD FUND

		Principal	Market Value
		Amount	See Note 1
Financial—1.3%
Americredit Corp., 9.875% Gtd. Sr. Nts., 4/15/06	$	1,200,000	$	1,146,000
AMRESCO, Inc., 9.875% Sr. Sub. Nts., Series 98-A, 3/15/05		4,000,000		2,260,000
Bank Plus Corp., 12% Sr. Nts., 7/18/07		78,000		65,130
Finova Capital Corp., 7.25% Nts., 11/8/04		6,000,000		3,606,360
LaBranche & Co., Inc., 12% Sr. Unsec. Sub. Nts., 3/1/07		2,500,000		2,637,500
Lomas Financial Corp., 9% Cv. Sr. Nts., 10/31/031,4,5		8,802,000		—
Parametric RE Ltd., 11.01% Nts., 11/19/072,11		1,000,000		1,025,000
PT Polysindo Eka Perkasa, 24% Nts., 6/19/034,5 [IDR]	2,464,500,000			33,115
Saul (B.F.) Real Estate Investment Trust, 9.75% Sr. Sec. Nts., Series B, 4/1/08		10,000,000		8,500,000
				19,273,105
Food & Drug—0.7%
Family Restaurants, Inc.:
9.75% Sr. Nts., 2/1/02		9,500,000		2,612,500
10.875% Sr. Sub. Disc. Nts., 2/1/04		450,000		92,250
Fleming Cos., Inc., 10.625% Sr. Sub. Nts., Series B, 7/31/07		6,200,000		4,278,000
Pantry, Inc. (The), 10.25% Sr. Sub. Nts., 10/15/07		1,600,000		1,512,000
Rite Aid Corp., 10.50% Sr. Sec. Nts., 9/15/0211		1,200,000		786,000
Shoppers Food Warehouse Corp., 9.75% Sr. Nts., 6/15/04		1,065,000		1,116,720
				10,397,470
Food/Tobacco—1.6%
Aurora Foods, Inc., 8.75% Sr. Sub. Nts., Series B, 7/1/08		2,100,000		1,464,750
Cott Corp., 9.375% Sr. Nts., 7/1/05		10,015,000		9,814,700
Del Monte Foods Co., 0%/12.50% Sr. Disc. Nts., Series B, 12/15/078		4,571,000		3,496,815
Packaged Ice, Inc., 9.75% Sr. Unsec. Nts., Series B, 2/1/05		6,400,000		5,088,000
SmithField Foods, Inc., 7.625% Sr. Unsec. Sub. Nts., 2/15/08		2,240,000		2,102,800
Sparkling Spring Water Group Ltd., 11.50% Sr. Sec. Sub. Nts., 11/15/07		3,435,000		2,284,275
				24,251,340
Forest Products/Containers—2.7%
American Pad & Paper Co., 13% Sr. Sub. Nts., Series B, 11/15/051,4,5		2,500,000		112,500
Ball Corp.:
7.75% Sr. Unsec. Nts., 8/1/06		1,000,000		977,500
8.25% Sr. Unsec. Sub. Nts., 8/1/08		3,300,000		3,192,750
Doman Industries Ltd., 8.75% Sr. Nts., 3/15/04		8,200,000		3,485,000
Gaylord Container Corp., 9.75% Sr. Unsec. Nts., Series B, 6/15/07		1,500,000		952,500
Packaging Corp. of America, 9.625% Sr. Unsec. Sub. Nts., 4/1/09		2,000,000		2,075,000
Repap New Brunswick, Inc.:
9% First Priority Sr. Sec. Nts., 6/1/04		1,500,000		1,552,500
10.625% Second Priority Sr. Sec. Nts., 4/15/05		4,000,000		4,145,000

11 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

		Principal	Market Value
		Amount	See Note 1
Forest Products/Containers Continued
Riverwood International Corp.:
10.625% Sr. Unsec. Nts., 8/1/07	$	5,000,000	$	5,025,000
10.875% Sr. Sub. Nts., 4/1/08		3,900,000		3,529,500
SD Warren Co., 14% Unsec. Nts., 12/15/0610		9,895,722		10,786,337
U.S. Timberlands Co. LP, 9.625% Sr. Nts., 11/15/07		5,590,000		4,499,950
				40,333,537
Gaming/Leisure—5.1%
Capital Gaming International, Inc., 11.50% Promissory Nts., 8/1/19951,4,5		22,500		—
Capstar Hotel Co., 8.75% Sr. Sub. Nts., 8/15/07		3,000,000		2,797,500
Coast Hotel & Casinos, Inc., 9.50% Sr. Unsec. Sub. Nts., 4/1/09		2,250,000		2,190,937
Florida Panthers Holdings, Inc., 9.875% Sr. Sub. Nts., 4/15/09		4,800,000		4,440,000
Hollywood Casino Corp., 11.25% Sr. Sec. Nts., 5/1/07		4,500,000		4,668,750
Hollywood Park, Inc., 9.25% Sr. Unsec. Sub. Nts., Series B, 2/15/07		3,600,000		3,654,000
Horseshoe Gaming LLC, 9.375% Sr. Sub. Nts., 6/15/07		8,900,000		8,966,750
Intrawest Corp., 9.75% Sr. Nts., 8/15/08		7,980,000		8,059,800
Jupiters Ltd., 8.50% Sr. Unsec. Nts., 3/1/06		5,200,000		5,018,000
Mandalay Resort Group, 10.25% Sr. Unsec. Sub. Nts., Series B, 8/1/07		5,000,000		4,962,500
Meristar Hospitality Corp., 8.75% Sr. Unsec. Sub. Nts., 8/15/07		2,200,000		2,024,000
Mohegan Tribal Gaming Authority, 8.75% Sr. Unsec. Sub. Nts., 1/1/09		5,000,000		5,018,750
Premier Parks, Inc.:
0%/10% Sr. Disc. Nts., 4/1/088		4,880,000		3,391,600
9.25% Sr. Nts., 4/1/06		1,850,000		1,785,250
9.75% Sr. Nts., 6/15/07		2,750,000		2,681,250
Six Flags Entertainment Corp., 8.875% Sr. Nts., 4/1/06		3,640,000		3,444,350
Station Casinos, Inc.:
9.75% Sr. Sub. Nts., 4/15/07		5,800,000		5,901,500
10.125% Sr. Sub. Nts., 3/15/06		6,000,000		6,240,000
Venetian Casino Resort LLC/Las Vegas Sands, Inc.,
12.25% Mtg. Nts., 11/15/04		1,600,000		1,576,000
				76,820,937
Healthcare—1.4%
Charles River Laboratories International, Inc., 13.50% Sr. Sub. Nts.,
Series B, 10/1/09		1,950,000		2,057,250
Fresenius Medical Care Capital Trust II, 7.875% Nts., 2/1/08		3,000,000		2,737,500
ICN Pharmaceuticals, Inc., 9.75% Sr. Nts., 11/15/0811		5,040,000		5,065,200
King Pharmaceuticals, Inc., 10.75% Sr. Unsec. Sub. Nts., 2/15/09		3,284,000		3,481,040
Magellan Health Services, Inc., 9% Sr. Sub. Nts., 2/15/08		6,500,000		4,582,500
Tenet Healthcare Corp., 8.625% Sr. Sub. Nts., 1/15/07		2,200,000		2,263,250
Unilab Finance Corp., 12.75% Sr. Sub. Nts., 10/1/09		500,000		545,000
				20,731,740

12 OPPENHEIMER HIGH YIELD FUND

		Principal	Market Value
		Amount	See Note 1
Housing—1.7%
Building Materials Corp. of America, 8.625% Sr. Nts., Series B, 12/15/06	$	1,000,000	$	255,000
D.R. Horton, Inc.:
8% Sr. Nts., 2/1/09		4,320,000		3,909,600
9.75% Sr. Sub. Nts., 9/15/10		2,300,000		2,173,500
Del Webb Corp., 10.25% Sr. Unsec. Sub. Nts., 2/15/10		4,500,000		3,892,500
Formica Corp., 10.875% Sr. Unsec. Sub. Nts., Series B, 3/1/09		3,500,000		1,330,000
Nortek, Inc.:
9.125% Sr. Unsec. Nts., Series B, 9/1/07		8,000,000		7,260,000
9.25% Sr. Nts., Series B, 3/15/07		7,545,000		6,922,537
			25,743,137
Information Technology—3.9%
Amkor Technologies, Inc.:
9.25% Sr. Unsec. Nts., 5/1/06		4,500,000		4,263,750
10.50% Sr. Unsec. Sub. Nts., 5/1/09		6,000,000		5,655,000
Cherokee International LLC, 10.50% Sr. Unsec. Sub. Nts., Series B, 5/1/09		6,000,000		5,235,000
Chippac International Ltd., 12.75% Sr. Unsec. Sub. Nts., Series B, 8/1/09		2,750,000		2,323,750
Communications & Power Industries, Inc., 12% Sr. Sub. Nts., Series B, 8/1/05		350,000		245,000
Details, Inc., 10% Sr. Sub. Nts., Series B, 11/15/05		4,000,000		3,700,000
EchoStar Broadband Corp., 10.375% Sr. Nts., 10/1/0711		18,000,000	17,775,000
Fairchild Semiconductor International, Inc.,10.375% Sr. Unsec. Nts., 10/1/07		7,800,000		7,371,000
Fisher Scientific International, Inc., 9% Sr. Unsec. Sub. Nts., 2/1/08		7,860,000		7,329,450
Flextronics International Ltd., 9.875% Sr. Sub. Nts., 7/1/1011		3,300,000		3,234,000
Seagate Technology International, 12.50% Sr. Unsec. Sub. Nts., 11/15/0711		1,500,000		1,425,000
			58,556,950
Manufacturing—3.1%
Actuant Corp., 13% Sr. Sub. Nts., 5/1/09		2,800,000		2,562,000
AMC Entertainment, Inc., 9.50% Sr. Unsec. Sub. Nts., 2/1/1112		8,000,000		4,660,000
Blount, Inc., 13% Sr. Sub. Nts., 8/1/09		4,500,000		3,487,500
Burke Industries, Inc., 10% Sr. Sub. Nts., 8/15/07		2,150,000		548,250
Eagle-Picher Industries, Inc., 9.375% Sr. Unsec. Sub. Nts., 3/1/08		2,800,000		1,834,000
Grove Worldwide LLC, 9.25% Sr. Sub. Nts., 5/1/08		6,000,000		570,000
Hydrochem Industrial Services, Inc., 10.375% Sr. Sub. Nts., 8/1/07		3,500,000		2,642,500
Insilco Corp., 12% Sr. Sub. Nts., 8/15/07		7,500,000		7,462,500
International Wire Group, Inc., 11.75% Sr. Sub. Nts., Series B, 6/1/05		6,055,000		5,933,900
Jordan Industries, Inc., 10.375% Sr. Unsec. Nts., Series D, 8/1/07		3,150,000		2,661,750
Moll Industries, Inc., 10.50% Sr. Unsec. Sub. Nts., 7/1/08		1,960,000		558,600
Park-Ohio Industries, Inc., 9.25% Sr. Sub. Nts., 12/1/071		3,900,000		2,944,500

13 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

		Principal	Market Value
		Amount	See Note 1
Manufacturing Continued
Roller Bearing Co. of America, Inc., 9.625% Sr. Sub. Nts., Series B, 6/15/07	$	5,480,000	$	4,849,800
Terex Corp.:
8.875% Sr. Unsec. Sub. Nts., 4/1/081		700,000		606,375
8.875% Sr. Unsec. Sub. Nts., Series C, 4/1/08		2,000,000		1,732,500
Unifrax Investment Corp., 10.50% Sr. Nts., 11/1/03		2,800,000		2,534,000
				45,588,175
Media/Entertainment: Broadcasting—1.3%
Allbritton Communications Co., 8.875% Sr. Sub. Nts., Series B, 2/1/08		1,625,000		1,535,625
AMFM Operating, Inc., 12.625% Sr. Sub. Debs., Series E, 10/31/0610		842,200		936,947
Chancellor Media Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 6/15/07		1,400,000		1,442,000
Cumulus Media, Inc., 10.375% Sr. Unsec. Sub. Nts., 7/1/08		2,400,000		1,938,000
Emmis Communications Corp., 8.125% Sr. Unsec. Sub. Nts.,
Series B, 3/15/09		2,000,000		1,860,000
Radio One, Inc., 12% Sr. Sub. Nts., Series B, 5/15/04		1,800,000		1,845,000
Sinclair Broadcast Group, Inc., 9% Sr. Unsec. Sub. Nts., 7/15/07		2,500,000		2,300,000
Spanish Broadcasting System, Inc., 9.625% Sr. Sub. Nts., 11/1/09		5,500,000		4,867,500
Young Broadcasting, Inc., 8.75% Sr. Sub. Debs., 6/15/07		2,750,000		2,505,937
				19,231,009
Media/Entertainment: Cable/Wireless Video—8.5%
Adelphia Communications Corp.:
8.125% Sr. Nts., Series B, 7/15/03		2,000,000		1,870,000
8.375% Sr. Nts., Series B, 2/1/08		2,700,000		2,335,500
9.875% Sr. Nts., Series B, 3/1/07		3,545,000		3,323,438
10.875% Sr. Unsec. Nts., 10/1/10		1,500,000		1,455,000
Charter Communications Holdings LLC/Charter Communications
Holdings Capital Corp.:
0%/9.92% Sr. Unsec. Disc. Nts., 4/1/118		14,000,000		8,155,000
8.25% Sr. Unsec. Nts., 4/1/07		2,000,000		1,820,000
Classic Cable, Inc., 10.50% Sr. Sub. Nts., 3/1/10		2,500,000		1,137,500
Comcast UK Cable Partner Ltd., 11.20% Sr. Disc. Debs., 11/15/07		5,570,000		4,762,350
Diamond Cable Communications plc:
0%/10.75% Sr. Disc. Nts., 2/15/071,8		700,000		472,500
11.75% Sr. Disc. Nts., 12/15/05		16,675,000		15,007,500
Diamond Holdings plc, 9.125% Sr. Nts., 2/1/081		1,400,000		1,148,000
Diva Systems Corp., 0%/12.625% Sr. Disc. Nts., Series B, 3/1/088		2,500,000		1,037,500
EchoStar DBS Corp., 9.375% Sr. Unsec. Nts., 2/1/09		11,200,000		10,920,000
EchoStar I Bonds, 8.25%, 2/26/011		196,479		196,479
EchoStar II Sinking Fund Bonds, 8.25%, 11/9/011		816,355		816,355
Insight Midwest LP/Insight Capital, Inc., 9.75% Sr. Nts., 10/1/09		2,000,000		1,995,000
NTL Communications Corp.:
0%/9.78% Sr. Nts., 11/15/098 [EUR]		2,750,000		1,336,172
0%/12.375% Sr. Unsec. Nts., Series B, 10/1/088		12,905,000		7,033,225
9.875% Sr. Unsec. Nts., Series B, 11/15/09 [EUR]		4,000,000		3,164,093
11.50% Sr. Unsec. Nts., Series B, 10/1/08		6,000,000		5,325,000

14 OPPENHEIMER HIGH YIELD FUND

		Principal	Market Value
		Amount	See Note 1
Media/Entertainment: Cable/Wireless Video Continued
NTL, Inc.:
0%/9.75% Sr. Deferred Coupon Nts., Series B, 4/1/088	$	3,000,000	$	1,657,500
0%/9.75% Sr. Nts., Series B, 4/15/098 [GBP]		19,350,000		12,718,213
0%/10.75% Sr. Unsec. Unsub. Nts., Series B, 4/1/088 [GBP]		2,955,000		2,383,657
10% Sr. Nts., Series B, 2/15/07		3,930,000		3,409,275
Rogers Communications, Inc., 8.75% Sr. Nts., 7/15/07 [CAD]		3,030,000		1,982,007
Telewest Communications plc:
0%/9.25% Sr. Disc. Nts., 4/15/098		7,500,000		3,543,750
0%/9.875% Sr. Disc. Nts., 4/15/098 [GBP]		8,500,000		5,999,474
11% Sr. Disc. Debs., 10/1/07		9,060,000		8,108,700
11.25% Sr. Nts., 11/1/08		6,065,000		5,443,338
United International Holdings, Inc., 0%/10.75% Sr. Disc. Nts.,
Series B, 2/15/088		6,110,000		2,535,650
United Pan-Europe Communications NV, 10.875% Sr. Unsec. Nts.,
Series B, 8/1/09		9,700,000		6,256,500
				127,348,676
Media/Entertainment: Diversified Media—1.8%
Ackerley Group, Inc., 9% Sr. Unsec. Sub. Nts., Series B, 1/15/09		5,500,000		4,840,000
IPC Magazines Group plc:
0%/10.75% Bonds, 3/15/088 [GBP]		2,000,000		1,762,684
9.625% Bonds, 3/15/08 [GBP]		1,500,000		1,882,188
Lamar Media Corp., 9.625% Sr. Unsec. Sub. Nts., 12/1/06		5,065,000		5,242,275
Mail-Well I Corp., 8.75% Sr. Unsec. Sub. Nts., Series B, 12/15/08		2,835,000		1,998,675
TV Guide, Inc., 8.125% Sr. Unsec. Sub. Nts., 3/1/09		4,000,000		3,895,000
WRC Media, Inc./Weekly Reader Corp./Compass Learning Corp.,
12.75% Sr. Sub. Nts., 11/15/09		7,000,000		5,643,750
Ziff Davis Media, Inc., 12% Sr. Sub. Nts., 7/15/1011		1,800,000		1,422,000
				26,686,572
Media/Entertainment: Telecommunications—11.4%
360networks, Inc.:
12% Sr. Unsec. Sub. Nts., 8/1/09		500,000		375,000
13% Sr. Unsec. Nts., 5/1/08 [EUR]		3,000,000		2,197,026
13% Sr. Unsec. Nts., 5/1/08		2,400,000		1,932,000
Adelphia Business Solutions, Inc., 12% Sr. Sub. Nts., 11/1/07		5,900,000		2,271,500
Colo.com, Units (each unit consists of $1,000 principal amount of
13.875% Sr. Nts., 3/15/10 and one warrant to purchase 19.9718 shares
of common stock at $.01 per share)11,13		2,000,000		1,270,000
COLT Telecom Group plc:
0%/12% Sr. Unsec. Disc. Nts., 12/15/068		7,055,000		6,420,050
10.125% Sr. Nts., 11/30/07 [GBP]		2,500,000		3,809,190
Concentric Network Corp., 12.75% Sr. Unsec. Nts., 12/15/07		3,065,000		2,620,575
Covad Communications Group, Inc., 0%/ 13.50% Sr. Disc. Nts., 3/15/088		6,400,000		800,000
Equinix, Inc., 13% Sr. Unsec. Nts., 12/1/071		5,250,000		3,701,250
ESAT Telecom Group plc, 11.875% Sr. Unsec. Unsub. Nts., 11/1/09 [EUR]		1,000,000		1,152,641

15 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal		Market Value
	Amount		See Note 1
Media/Entertainment: Telecommunications Continued
Exodus Communications, Inc.:
10.75% Sr. Nts., 12/15/09 [EUR]	$	5,000,000	$	4,025,534
10.75% Sr. Unsec. Sub. Nts., 12/15/09		1,000,000		865,000
11.25% Sr. Nts., 7/1/08		6,725,000		6,018,875
11.625% Sr. Nts., 7/15/1011		11,000,000		9,845,000
FirstWorld Communications, Inc., 0%/13% Sr. Disc. Nts., 4/15/088		5,000,000		575,000
FLAG Telecom Holdings Ltd.:
11.625% Sr. Nts., 3/30/101 [EUR]		1,000,000		732,342
11.625% Sr. Unsec. Nts., 3/30/10		1,000,000		785,000
Focal Communications Corp.:
0%/12.125% Sr. Unsec. Disc. Nts., 2/15/088		3,000,000		1,275,000
11.875% Sr. Unsec. Nts., Series B, 1/15/10		1,000,000		685,000
Global Crossing Holdings Ltd.:
9.125% Sr. Unsec. Nts., 11/15/06		1,000,000		962,500
9.625% Sr. Unsec. Nts., 5/15/08		6,500,000		6,142,500
Global TeleSystems, Inc., 10.50% Sr. Unsec. Bonds, 12/1/06 [EUR]		3,500,000		1,330,891
ICG Services, Inc., 0%/10% Sr. Exchangeable Unsec. Disc. Nts., 2/15/084,5		1,485,000		126,225
Intermedia Communications, Inc.:
0%/12.25% Sr. Disc. Nts., Series B, 3/1/098		7,000,000		2,835,000
8.875% Sr. Nts., 11/1/07		4,995,000		3,521,475
Jazztel plc, 13.25% Sr. Unsec. Nts., 12/15/09 [EUR]		8,000,000		4,844,724
KMC Telecom Holdings, Inc., 0%/12.50% Sr. Unsec. Disc. Nts., 2/15/088		10,000,000		700,000
Level 3 Communications, Inc.:
0%/10.50% Sr. Disc. Nts., 12/1/088		9,000,000		4,905,000
9.125% Sr. Unsec. Nts., 5/1/08		2,000,000		1,625,000
11% Sr. Unsec. Nts., 3/15/08		4,000,000		3,540,000
11.25% Sr. Nts., 3/15/10 [EUR]		6,000,000		4,703,889
McLeodUSA, Inc., 8.125% Sr. Unsec. Nts., 2/15/09		4,700,000		4,053,750
Metromedia Fiber Network, Inc.:
10% Sr. Nts., 12/15/09		6,000,000		5,010,000
10% Sr. Nts., 12/15/09 [EUR]		2,500,000		1,995,280
10% Sr. Unsec. Nts., Series B, 11/15/08		7,000,000		5,845,000
Metromedia International Group, Inc.,
0%/10.50% Sr. Unsec. Disc. Nts., 9/30/078		793,333		372,867
MGC Communications, Inc./Mpower Holding Corp.,
13% Sr. Unsec. Nts., 4/1/10		6,200,000		2,790,000
Netia Holdings BV, 0%/11% Sr. Disc. Nts., 11/1/078 [DEM]		1,500,000		450,049
Netia Holdings II BV, 13.125% Sr. Nts., Series B, 6/15/09		5,525,000		4,447,625
NorthPoint Communications Group, Inc., 12.875% Nts., 2/15/10		4,000,000		300,000
Ntelos, Inc., 13% Sr. Nts., 8/15/1011		5,000,000		3,525,000
OpTel, Inc., 13% Sr. Nts., Series B, 2/15/054,5		3,000,000		1,875,000
Pratama Datakom Asia BV, 12.75% Gtd. Nts., 7/15/051,4		4,000,000		540,000
PSINet, Inc.:
10.50% Sr. Unsec. Nts., 12/1/06 [EUR]		2,500,000		715,911
11% Sr. Nts., 8/1/09		2,400,000		636,000
11.50% Sr. Unsec. Nts., 11/1/08		6,700,000		1,842,500

16 OPPENHEIMER HIGH YIELD FUND

	Principal		Market Value
	Amount		See Note 1
Media/Entertainment: Telecommunications Continued
RCN Corp., 10.125% Sr. Unsec. Nts., 1/15/10	$	1,600,000	$	824,000
Rhythms NetConnections, Inc., 14% Sr. Unsec. Nts., Series B, 2/15/10		2,500,000		587,500
RSL Communications plc:
10.50% Sr. Unsec. Nts., 11/5/08		4,250,000		297,500
12.875% Sr. Unsec. Nts., 3/1/10		2,000,000		130,000
Tele1 Europe BV:
11.875% Sr. Nts., 12/1/09 [EUR]		4,000,000		3,342,484
13% Sr. Unsec. Nts., 5/15/09 [EUR]		3,000,000		2,563,197
Teligent, Inc., 11.50% Sr. Nts., 12/1/07		2,300,000		310,500
Time Warner Telecom LLC, 9.75% Sr. Nts., 7/15/08		5,700,000		5,272,500
United Pan-Europe Communications NV:
0%/13.375% Sr. Unsec. Disc. Nts., Series B, 11/1/098		2,000,000		620,000
10.875% Sr. Nts., 8/1/09 [EUR]		250,000		151,398
11.25% Sr. Nts., Series B, 11/1/09 [EUR]		1,500,000		908,386
Versatel Telecom International BV:
11.875% Sr. Nts., 7/15/09		4,000,000		2,420,000
11.875% Sr. Nts., 7/15/09 [EUR]		1,000,000		610,285
Versatel Telecom International NV, 11.25% Sr. Nts., 3/30/10 [EUR]		1,200,000		721,075
Viatel, Inc., 11.25% Sr. Sec. Nts., 4/15/08		2,925,000		892,125
WAM!NET, Inc., 0%/13.25% Sr. Unsec. Disc. Nts., Series B, 3/1/058		12,000,000		2,820,000
Williams Communications Group, Inc.:
10.875% Sr. Unsec. Nts., 10/1/09		9,500,000		7,125,000
11.875% Sr. Unsec. Nts., 8/1/1011		8,000,000		6,200,000
Winstar Communications, Inc., 12.75% Sr. Nts., 4/15/10		4,000,000		2,660,000
XO Communications, Inc.:
9.625% Sr. Nts., 10/1/07		7,400,000		5,957,000
10.75% Sr. Unsec. Nts., 11/15/08		5,200,000		4,316,000
			169,721,119
Media/Entertainment: Wireless Communications—11.3%
AirGate PCS, Inc., 0%/13.50% Sr. Sub. Disc. Nts., 10/1/098		1,800,000		1,035,000
Alamosa PCS Holdings, Inc., 0%/12.875% Sr. Unsec. Disc. Nts., 2/15/108		1,000,000		470,000
Arch Communications, Inc., 12.75% Sr. Nts., 7/1/07		1,400,000		483,000
CellNet Data Systems, Inc., 0%/14% Sr. Unsec. Disc. Nts., 10/1/071,4,5,8		9,220,000		69,150
Centennial Cellular Corp., 10.75% Sr. Sub. Nts., 12/15/08		4,000,000		3,780,000
Crown Castle International Corp.:
0%/10.375% Sr. Disc. Nts., 5/15/118		6,500,000		4,403,750
0%/10.625% Sr. Unsec. Disc. Nts., 11/15/078		8,790,000		7,075,950
9% Sr. Nts., 5/15/11		2,700,000		2,625,750
10.75% Sr. Nts., 8/1/11		5,000,000		5,225,000
CTI Holdings SA, 0%/11.50% Sr. Deferred Coupon Nts., 4/15/088		4,650,000		1,801,875
Globix Corp., 12.50% Sr. Unsec. Nts., 2/1/10		6,000,000		2,250,000
Horizon PCS, Inc., Units (each unit consists of $1,000 principal amount of
0%/14% Sr. Disc. Nts., 10/1/10 and one warrant to purchase 12.9 shares
of Cl. A common stock at $5.88 per share)8,11,13		6,300,000		2,614,500

17 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal		Market Value
	Amount		See Note 1
Media/Entertainment: Wireless Communications Continued
IPCS, Inc., Units (each unit consists of $1,000 principal amount of 0%/14%
sr. disc. nts., 7/15/10 and one warrant to purchase 2,971,830 shares of
common stock)8,11,13	$	3,750,000	$	1,518,750
Leap Wireless International, Inc., 12.50% Sr. Nts., 4/15/10		2,500,000		1,462,500
Microcell Telecommunications, Inc.:
0%/11.125% Sr. Disc. Nts., Series B, 10/15/078 [CAD]		6,405,000		3,017,002
0%/12% Sr. Unsec. Disc. Nts., 6/1/098		7,000,000		4,690,000
0%/14% Sr. Disc. Nts., Series B, 6/1/068		3,900,000		3,744,000
Millicom International Cellular SA, 0%/13.50% Sr. Disc. Nts., 6/1/068		1,760,000		1,390,400
Nextel Communications, Inc.:
0%/9.75% Sr. Disc. Nts., 10/31/078		1,500,000		1,113,750
0%/9.95% Sr. Disc. Nts., 2/15/088		4,500,000		3,296,250
0%/10.65% Sr. Disc. Nts., 9/15/078		8,000,000		6,340,000
9.375% Sr. Unsec. Nts., 11/15/09		5,800,000		5,423,000
Nextel Partners, Inc., 11% Sr. Nts., 3/15/1011		1,000,000		960,000
Omnipoint Corp., 11.50% Sr. Nts., 9/15/0911		8,865,000		9,973,125
ORBCOMM Global LP/ORBCOMM Capital Corp., 14% Sr. Nts., 8/15/041,4		3,775,000		396,375
Orion Network Systems, Inc., 0%/12.50% Sr. Disc. Nts., 1/15/071,8		5,310,000		1,407,150
Pinnacle Holdings, Inc., 0%/10% Sr. Unsec. Disc. Nts., 3/15/088		9,895,000		5,293,825
Polska Telefoniz Cyfrowa International Financial II SA,
11.25% Sr. Sub. Nts., 12/1/09 [EUR]		2,750,000		2,452,876
Price Communications Wireless, Inc.:
9.125% Sr. Sec. Nts., Series B, 12/15/06		6,000,000		6,105,000
11.75% Sr. Sub. Nts., 7/15/07		4,225,000		4,499,625
Rogers Cantel, Inc., 8.80% Sr. Sub. Nts., 10/1/07		5,000,000		5,025,000
Rural Cellular Corp., 9.625% Sr. Sub. Nts., Series B, 5/15/08		6,400,000		5,920,000
SBA Communications Corp., 0%/12% Sr. Unsec. Disc. Nts., 3/1/088		16,720,000		13,041,600
Spectrasite Holdings, Inc.:
0%/11.25% Sr. Unsec. Disc. Nts., 4/15/098		5,175,000		2,846,250
0%/12% Sr. Disc. Nts., 7/15/088		7,550,000		4,681,000
10.75% Sr. Unsec. Nts., Series B, 3/15/10		1,000,000		932,500
TeleCorp PCS, Inc.:
0%/11.625% Sr. Unsec. Sub. Disc. Nts., 4/15/098		2,000,000		1,377,500
10.625% Sr. Unsec. Sub. Nts., 7/15/10		6,400,000		6,528,000
Tritel PCS, Inc., 0%/12.75% Sr. Unsec. Sub. Disc. Nts., 5/15/098		3,400,000		2,346,000
Triton PCS, Inc., 0%/11% Sr. Unsec. Sub. Disc. Nts., 5/1/088		2,500,000		1,987,500
US Unwired, Inc., 0%/13.375% Sr. Unsec. Sub. Disc. Nts., Series B, 11/1/098		9,500,000		4,370,000
VoiceStream Wireless Corp., 10.375% Sr. Unsec. Nts., 11/15/09		23,099,624		24,860,971
				168,833,924
Metals/Minerals—2.0%
AEI Resources, Inc., 11.50% Sr. Sub. Nts., 12/15/061		3,500,000		52,500
AK Steel Corp.:
7.875% Sr. Unsec. Nts., 2/15/09		4,000,000		3,570,000
9.125% Sr. Nts., 12/15/06		1,000,000		957,500

18 OPPENHEIMER HIGH YIELD FUND

	Principal		Market Value
	Amount		See Note 1
Metals/Minerals Continued
California Steel Industries Corp., 8.50% Sr. Unsec. Nts., Series B, 4/1/09	$	2,800,000	$	2,366,000
Centaur Mining & Exploration Ltd., 11% Sr. Nts., 12/1/07		5,025,000		427,125
Great Lakes Carbon Corp., 10.25% Sr. Sub. Nts., Series B, 5/15/081		4,540,000		2,372,150
International Utility Structures, Inc., 10.75% Sr. Sub. Nts., 2/1/081		1,400,000		959,000
Kaiser Aluminum & Chemical Corp., 12.75% Sr. Sub. Nts., 2/1/03		3,000,000		2,055,000
Metallurg Holdings, Inc., 0%/12.75% Sr. Disc. Nts., 7/15/088		6,000,000		1,650,000
Metallurg, Inc., 11% Sr. Nts., 12/1/07		6,320,000		5,087,600
National Steel Corp., 9.875% First Mtg. Bonds, Series D, 3/1/09		7,000,000		2,835,000
P&L Coal Holdings Corp., 9.625% Sr. Sub. Nts., Series B, 5/15/08		5,000,000		5,006,250
Republic Technologies International LLC/RTI Capital Corp.,
13.75% Sr. Sec. Nts., 7/15/09		700,000		73,500
WHX Corp., 10.50% Sr. Unsec. Nts., 4/15/05		5,000,000		3,075,000
				30,486,625
Retail—1.0%
Amazon.com, Inc., 0%/10% Sr. Unsec. Disc. Nts., 5/1/088		12,500,000		6,375,000
Eye Care Centers of America, Inc., 9.125% Sr. Unsec. Sub. Nts., 5/1/081		1,000,000		355,000
Finlay Enterprises, Inc., 9% Debs., 5/1/08		6,585,000		5,761,875
Finlay Fine Jewelry Corp., 8.375% Sr. Nts., 5/1/08		2,100,000		1,879,500
Just For Feet, Inc., 11% Sr. Sub. Nts., 5/1/091,4,5		700,000		—
				14,371,375
Service—4.5%
Allied Waste North America, Inc.:
7.625% Sr. Nts., Series B, 1/1/06		2,700,000		2,571,750
7.875% Sr. Unsec. Nts., Series B, 1/1/09		1,000,000		932,500
10% Sr. Unsec. Sub. Nts., Series B, 8/1/09		10,000,000		9,475,000
American Plumbing & Mechanical, Inc., 11.625% Sr. Sub. Nts.,
Series B, 10/15/08		6,000,000		5,805,000
AP Holdings, Inc., 0%/11.25% Sr. Disc. Nts., 3/15/081,8		1,400,000		103,250
Apcoa, Inc., 9.25% Sr. Unsec. Sub. Nts., 3/15/081		3,080,000		1,031,800
Brand Scaffold Service, Inc., 10.25% Sr. Unsec. Nts., 2/15/08		4,000,000		3,615,000
Coinstar, Inc., 13% Sr. Disc. Nts., 10/1/06		2,000,000		1,995,000
Comforce Operating, Inc., 12% Sr. Nts., Series B, 12/1/071		2,400,000		1,092,000
Dyncorp, Inc., 9.50% Sr. Sub. Nts., 3/1/071		2,805,000		2,314,125
Integrated Electric Services, Inc., 9.375% Sr. Sub. Nts., Series B, 2/1/09		3,000,000		2,685,000
IT Group, Inc., 11.25% Sr. Unsec. Sub. Nts., Series B, 4/1/09		4,000,000		3,140,000
Kindercare Learning Centers, Inc., 9.50% Sr. Sub. Nts., 2/15/09		9,000,000		8,145,000
Norse CBO Ltd., 9.342% Sub. Bonds, Series 1A, Cl. C2, 8/13/101		11,000,000		8,308,438
Protection One, Inc., 7.375% Sr. Unsec. Nts., 8/15/051		5,400,000		3,483,000
Stericycle, Inc., 12.375% Sr. Unsec. Sub. Nts., Series B, 11/15/09		4,000,000		4,180,000
United Rentals, Inc., 9.25% Sr. Unsec. Sub. Nts., Series B, 1/15/09		6,500,000		4,972,500
URS Corp., 12.25% Sr. Sub. Nts., Series B, 5/1/09		3,000,000		3,026,250
				66,875,613

19 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

		Principal Amount		Market Value See Note 1
Transportation—5.2%
Amtran, Inc.:
9.625% Nts., 12/15/051	$	2,300,000	$	1,920,500
10.50% Sr. Nts., 8/1/041		7,600,000		6,773,500
Atlas Air, Inc.:
9.375% Sr. Unsec. Nts., 11/15/06		5,600,000		5,516,000
10.75% Sr. Nts., 8/1/05		115,000		119,025
Budget Group, Inc., 9.125% Sr. Unsec. Nts., 4/1/06		7,450,000		2,048,750
Collins & Aikman Products Co., 11.50% Sr. Unsec. Sub. Nts., 4/15/06		1,000,000		785,000
Dura Operating Corp.:
9% Sr. Sub. Nts., Series B, 5/1/09		4,200,000		3,507,000
9% Sr. Sub. Nts., Series B, 5/1/09 [EUR]		2,500,000		1,948,218
Great Lakes Dredge & Dock Corp., 11.25% Sr. Unsec. Sub. Nts., 8/15/08		4,050,000		4,029,750
Hayes Wheels International, Inc.:
9.125% Sr. Unsec. Sub. Nts., Series B, 7/15/07		900,000		598,500
11% Sr. Sub. Nts., 7/15/06		6,000,000		4,530,000
HDA Parts System, Inc., 12% Sr. Sub. Nts., 8/1/051		2,000,000		600,000
Millenium Seacarriers, Inc., Units (each unit consists of $1,000 principal
amount of 11.675% First Priority Ship Mtg. Sr. Sec. Nts., 7/15/05 and one
warrant to purchase five shares of common stock)2,13		5,000,000		2,625,000
Navigator Gas Transport plc, 10.50% First Priority Ship Mtg. Nts., 6/30/0711		5,800,000		2,871,000
Oxford Automotive, Inc., 10.125% Sr. Unsec. Sub. Nts., Series D, 6/15/07		5,150,000		3,527,750
Pacific & Atlantic Holdings, Inc., 10.50% Sec. Nts., 12/31/071		1,629,031		741,209
Tenneco, Inc., 11.625% Sr. Unsec. Sub. Nts., Series B, 10/15/09		7,200,000		3,528,000
Trans World Airlines, Inc.:
11.50% Sr. Sec. Nts., 12/15/04		8,500,000		4,632,500
14% Lease Equipment Trust, 7/2/081		1,809,582		1,501,953
Transtar Holdings LP/Transtar Capital Corp., 13.375% Sr. Disc. Nts.,
Series B, 12/15/03		24,000,000		24,240,000
Tribasa Toll Road Trust I, Asset-Backed Securities, Series 1993-A,
10.50%, 12/1/111		3,353,961		2,087,841
				78,131,496
Utility—0.7%
AES Drax Energy Ltd., 11.50% Sr. Sec. Bonds, 8/30/1011		2,300,000		2,461,000
Azurix Corp., 10.75% Sr. Unsec. Nts., Series B, 2/15/10		1,650,000		1,625,250
CMS Energy Corp., 9.875% Sr. Unsec. Nts., 10/15/07		6,000,000		6,258,090
Subic Power Corp., 9.50% Sr. Sec. Nts., 12/28/081		121,344		105,722
				10,450,062
Total Corporate Bonds and Notes (Cost $1,488,342,679)				1,199,273,905

20 OPPENHEIMER HIGH YIELD FUND

	Shares	Market Value See Note 1
Preferred Stocks—5.1%
AmeriKing, Inc., 13% Cum. Sr. Exchangeable, Non-Vtg.10	88,055	$	110,069
CGA Group Ltd., Series A1,9,10	203,459		5,086,475
Chesapeake Energy Corp., 7% Cv., Non-Vtg.	110,000		8,421,875
Doane Products Co., 14.25% Jr. Sub. Debs., Non-Vtg.1	140,000		4,235,000
Dobson Communications Corp.:
12.25% Sr. Exchangeable, Non-Vtg.10	6,353		5,439,756
13% Sr. Exchangeable, Non-Vtg.10	9,711		8,764,177
e.spire Communications, Inc., 12.75% Jr. Redeemable, Non-Vtg.1,10	3,736		270,860
Eagle-Picher Holdings, Inc., 11.75% Cum. Exchangeable, Series B, Non-Vtg.1,5	28,000		458,500
Earthwatch, Inc., 12% Cv. Sr., Series C, Non-Vtg.1	194,777		389,554
Fidelity Federal Bank,12% Non-Cum. Exchangeable, Series A, Non-Vtg.1	30		454
Global Crossing Holdings Ltd., 10.50% Sr. Exchangeable10	27,500		2,426,875
Intermedia Communications, Inc., 13.50% Exchangeable, Series B10	3,759		1,888,897
International Utility Structures, Inc.:
13%, Non-Vtg.10,11	204		112,710
Units (each unit consists of $1,000 principal amount of 13% sr.
exchangeable preferred stock and one warrant to purchase
30 shares of common stock)1,10,13	560		309,400
Nebco Evans Holdings, Inc., 11.25% Sr. Redeemable Exchangeable, Non-Vtg.5,10	96,993		12,124
Nextel Communications, Inc., 11.125% Exchangeable, Series E, Non-Vtg.10	6,279		5,352,847
Pacific & Atlantic Holdings, Inc., 7.50% Cum. Cv., Series A1,5,10	93,750		468,750
Paxson Communications Corp., 13.25% Cum. Jr. Exchangeable, Non-Vtg.1,10	547		4,991,375
PRIMEDIA, Inc.:
8.625% Exchangeable, Series H, Non-Vtg.	101,200		7,602,650
9.20% Exchangeable, Series F, Non-Vtg.	22,500		1,760,625
Rural Cellular Corp., 11.375% Cum. Sr., Series B, Non-Vtg.10	9,245		7,419,113
SF Holdings Group, Inc.:
13.75% Exchangeable11	21		63,525
13.75% Exchangeable, Series B, Non-Vtg.10	84		254,100
Sovereign Real Estate Investment Trust, 12% Non-Cum., Series A11	26,250		2,113,125
World Access, Inc., Cv. Sr., Series D, Non-Vtg.1,5	789		102,570
XO Communications, Inc.:
13.50% Sr., Series E10	6,149		2,843,913
14% Cum. Sr. Exchangeable Redeemable10	184,168		5,571,082
Total Preferred Stocks (Cost $114,409,460)			76,470,401
Common Stocks—1.2%
Aurora Foods, Inc.1,5	47,818		58,278
Chesapeake Energy Corp.1	740,000		7,117,875
COLT Telecom Group plc, ADR5	35,000		3,071,250
ECM Fund, Limited Partnership Interest1	1,350		1,182,937
Equitable Bag, Inc.1,5	39,357		39,357
Forest Oil Corp.5	90,000		3,318,750

21 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares	Market Value See Note 1
Common Stocks Continued
ICO Global Communication Holdings Ltd.5	168,429	$	589,502
OpTel, Inc., Non-Vtg.1,5	7,425		74
Pathmark Stores, Inc.5	150,000		2,475,000
Pope, Evans & Robbins, Inc.1,5,9	1,688,400		—
Resorts International, Inc.5	187,187		—
SF Holdings Group, Inc., Cl. C1,5	3,110		15,550
Siena Holdings, Inc.5	250,239		312,800
Tele1 Europe Holding AB5	40,000		185,000
WRC Media Corp.1,5	9,471		95
Total Common Stocks (Cost $14,832,380)			18,366,468
	Units
Rights, Warrants and Certificates—0.2%
Adelphia Business Solutions, Inc. Wts., Exp. 4/15/01	1,090		27,386
CellNet Data Systems, Inc. Wts., Exp. 10/1/0711	3,407		2,129
CGA Group Ltd. Wts., Exp. 6/16/071,9	130,000		39,000
Charles River Laboratories International, Inc. Wts., Exp. 10/1/091	3,000		36,000
Concentric Network Corp. Wts., Exp. 12/15/071	3,330		1,433,149
Covergent Communications, Inc. Wts., Exp. 4/1/081	8,200		86,100
Decrane Aircraft Holdings, Inc. Wts., Exp. 9/30/08	4,000		—
Diva Systems Corp. Wts., Exp. 3/1/081	7,500		60,937
e.spire Communications, Inc. Wts., Exp. 11/1/051	2,575		9,276
Equinix, Inc. Wts., Exp. 12/1/071	5,250		578,156
Golden State Bancorp, Inc. Wts., Exp. 1/1/01	107,699		127,893
Gothic Energy Corp. Wts.:
Exp. 1/23/03	80,080		—
Exp. 1/23/031	57,200		572
Exp. 9/1/04	168,000		—
Exp. 5/1/051	118,003		—
HF Holdings, Inc. Wts., Exp. 9/27/091	1,445		144
ICG Communications, Inc. Wts., Exp. 9/15/05	50,820		6,480
ICO Global Communication Holdings Ltd. Wts.:
Exp. 5/16/061	42,243		10,561
Exp. 5/16/06	63		71
In-Flight Phone Corp. Wts., Exp. 8/31/02	6,000		—
Insilco Corp. Wts., Exp. 8/15/071	7,055		7,055
KMC Telecom Holdings, Inc. Wts., Exp. 4/15/081	12,340		25,457
Leap Wireless International, Inc. Wts., Exp. 4/15/101	2,500		10,313
Long Distance International, Inc. Wts., Exp. 4/13/081	2,800		280
Loral Space & Communications Ltd. Wts., Exp. 1/15/071	3,910		20,285
Millenium Seacarriers, Inc. Wts., Exp. 7/15/051	6,400		64
Ntelos, Inc. Wts., Exp. 8/15/10	5,000		15,625

22 OPPENHEIMER HIGH YIELD FUND

					Market Value
		Units			See Note 1
Rights, Warrants and Certificates Continued
Pathmark Stores, Inc. Wts., Exp. 9/19/10		100,000		$	481,250
PLD Telekom, Inc. Wts., Exp. 3/31/031		630			32
Protection One Alarm Monitoring, Inc. Wts.:
Exp. 11/1/031		182,000			318,500
Exp. 6/30/051		49,120			4,912
Republic Technologies International LLC Wts., Exp. 7/15/091		1,200			12
Rocky Mountain Internet, Inc. Wts., Exp. 7/3/031		24,520			6,130
Telergy, Inc. Wts., Exp. 9/25/101		8,077			81
WAM!NET, Inc. Wts., Exp. 3/1/051		30,480			278,130
Total Rights, Warrants and Certificates (Cost $1,508,410)					3,585,980
		Principal
		Amount
Repurchase Agreements—6.2%
Repurchase agreement with Deutsche Bank Securities Inc., 5.85%,
dated 12/29/00, to be repurchased at $92,342,984 on 1/2/01,
collateralized by U.S. Treasury Bonds, 7.25%–7.50%, 5/15/16–11/15/16,
with a value of $94,243,344 (Cost $92,283,000)	$	92,283,000			92,283,000
Total Investments, at Value (Cost $1,797,777,949)		97.9	%		1,463,108,596
Other Assets Net of Liabilities		2.1			30,963,465
Net Assets		100.0	%	$	1,494,072,061

Footnotes to Statement of Investments

Principal amount is reported in U.S. Dollars, except for those denoted in the following currencies:
CAD	Canadian Dollar
DEM	German Mark
EUR	Euro
GBP	British Pound Sterling
IDR	Indonesian Rupiah

1.	Identifies issues considered to be illiquid or restricted - See Note 7 of Notes to Financial Statements.
2.	Represents the current interest rate for a variable or increasing rate security.
3.	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.
4.	Issuer is in default.
5.	Non-income-producing security.
6.	Zero coupon bond reflects the effective yield on the date of purchase.
7.	Securities with an aggregate market value of $5,044,825 are held in collateralized accounts to cover initial margin requirements on open futures sales contracts. See Note 6 of Notes to Financial Statements.
8.	Denotes a step bond: a zero coupon bond that converts to a fixed or variable interest rate at a designated future date.

23 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments Continued

9. Affiliated company. Represents ownership of at least 5% of the voting securities of the issuer, and is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2000. The aggregate fair value of securities of affiliated companies held by the Fund as of December 31, 2000 amounts to $5,125,475.

Transactions during the period in which the issuer was an affiliate are as follows:

	Shares/Principal			Shares/Principal
	June 30,	Gross	Gross	Dec. 31,		Dividend
	2000	Additions	Reductions	2000		Income
Stocks and Warrants
CGA Group Ltd., Series A	196,699	6,760	—	203,459	$	1,071,696
CGA Group Ltd. Wts., Exp. 6/16/07	130,000	—	—	130,000		—
Pope, Evans & Robbins, Inc.	1,688,400	—	—	1,688,400		—
Bonds and Notes
Pope, Evans & Robbins, Inc.,
7% Sr. Nts., 5/15/1998	5,955,189	—	—	5,955,189		—
					$	1,071,696

10.	Interest or dividend is paid in kind.
11.	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 $77,788,314 or 5.21% of the Fund’s net assets as of December 31, 2000.
12.	A sufficient amount of securities has been designated to cover outstanding foreign currency contracts. See Note 5 of Notes to Financial Statements.
13.	Units may be comprised of several components, such as debt and equity and/or warrants to purchase equity at some point in the future. For units which represent debt securities, principal amount disclosed represents total underlying principal.

See accompanying Notes to Financial Statements.

24 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

December 31, 2000
Assets
Investments, at value—see accompanying statement:
Unaffiliated companies (cost $1,786,914,532)	$	1,457,983,121
Affiliated companies (cost $10,863,417)		5,125,475
		1,463,108,596
Cash		1,094,065
Receivables and other assets:
Interest, dividends and principal paydowns		33,228,018
Shares of beneficial interest sold		6,621,832
Investments sold		535,482
Other		79,552
Total assets		1,504,667,545
Liabilities
Unrealized depreciation on foreign currency contracts		1,658,006
Payables and other liabilities:
Shares of beneficial interest redeemed		5,261,608
Investments purchased		1,816,306
Distribution and service plan fees		888,880
Transfer and shareholder servicing agent fees		660,683
Closed foreign currency contracts		82,483
Daily variation on futures contracts		7,813
Trustees' compensation		5,395
Other		214,310
Total liabilities		10,595,484
Net Assets	$	1,494,072,061
Composition of Net Assets
Paid-in capital	$	2,029,830,311
Overdistributed net investment income		(1,154,879	)
Accumulated net realized loss on investments and foreign currency transactions		(198,879,667	)
Net unrealized depreciation on investments and translation of
assets and liabilities denominated in foreign currencies		(335,723,704	)
Net Assets	$	1,494,072,061

25 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of
$978,309,510 and 91,260,317 shares of beneficial interest outstanding)	$	10.72
Maximum offering price per share (net asset value plus sales charge
of 4.75% of offering price)	$	11.25
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of $387,685,382
and 36,555,769 shares of beneficial interest outstanding)	$	10.61
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of $75,931,131
and 7,095,739 shares of beneficial interest outstanding)	$	10.70
Class Y Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $52,146,038 and 4,894,498 shares of beneficial interest outstanding)	$	10.65

See accompanying Notes to Financial Statements.

26 OPPENHEIMER HIGH YIELD FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended December 31, 2000
Investment Income
Interest (net of foreign withholding taxes of $11,977)	$	91,019,848
Dividends:
Unaffiliated companies		4,838,987
Affiliated companies		1,071,696
Total income		96,930,531
Expenses
Management fees		4,898,758
Distribution and service plan fees:
Class A		1,229,067
Class B		2,125,169
Class C		395,736
Transfer and shareholder servicing agent fees:
Class A		486,720
Class B		200,706
Class C		37,359
Class Y		79,971
Custodian fees and expenses		44,402
Trustees' compensation		26,420
Other		378,888
Total expenses		9,903,196
Less expenses paid indirectly		(21,048	)
Net expenses		9,882,148
Net Investment Income		87,048,383
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments		(23,060,612	)
Closing of futures contracts		1,315,918
Foreign currency transactions		2,461,476
Net realized loss		(19,283,218	)
Net change in unrealized depreciation on:
Investments		(135,663,295	)
Translation of assets and liabilities denominated in foreign currencies		(2,622,186	)
Net change		(138,285,481	)
Net realized and unrealized loss		(157,568,699	)
Net Decrease in Net Assets Resulting from Operations	$	(70,520,316	)

See accompanying Notes to Financial Statements.

27 OPPENHEIMER HIGH YIELD FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months Ended
	December 31, 2000				Year Ended
	(Unaudited)				June 30, 2000
Operations
Net investment income	$	87,048,383		$	175,362,212
Net realized gain (loss)		(19,283,218	)		(61,620,125	)
Net change in unrealized appreciation (depreciation)		(138,285,481	)		(110,365,675	)
Net increase (decrease) in net assets resulting from operations		(70,520,316	)		3,376,412
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(60,740,677	)		(112,851,471	)
Class B		(22,618,527	)		(47,430,405	)
Class C		(4,214,368	)		(8,040,053	)
Class Y		(3,096,898	)		(5,632,221	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial
interest transactions:
Class A		18,183,936			(34,915,560	)
Class B		(23,045,629	)		(77,591,865	)
Class C		1,660,893			(3,112,912	)
Class Y		3,547,787			6,317,066
Net Assets
Total decrease		(160,843,799	)		(279,881,009	)
Beginning of period		1,654,915,860			1,934,796,869
End of period [including undistributed (overdistributed) net investment
income of $(1,154,879) and $2,467,208, respectively]	$	1,494,072,061		$	1,654,915,860

See accompanying Notes to Financial Statements.

28 OPPENHEIMER HIGH YIELD FUND

FINANCIAL HIGHLIGHTS

	Six Months															Year
	Ended															Ended
	Dec. 31, 2000															June 30,
Class A	(Unaudited)				2000			1999			1998			1997		1996
Per Share Operating Data
Net asset value, beginning of period	$	11.89		$	13.06		$	14.44		$	13.98		$	13.51		$	13.22
Income (loss) from investment operations:
Net investment income		.64			1.26			1.26			1.24			1.27			1.29
Net realized and unrealized gain (loss)		(1.15	)		(1.18	)		(1.39	)		.43			.43			.27
Total income (loss) from
investment operations		(.51	)		.08			(.13	)		1.67			1.70			1.56
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.66	)		(1.25	)		(1.25	)		(1.21	)		(1.23	)		(1.27	)
Total dividends and/or distributions
to shareholders		(.66	)		(1.25	)		(1.25	)		(1.21	)		(1.23	)		(1.27	)
Net asset value, end of period	$	10.72		$	11.89		$	13.06		$	14.44		$	13.98		$	13.51
Total Return, at Net Asset Value1		(4.41	)%		0.71	%		(0.71	)%		12.34	%		13.10	%		12.25	%
Ratios/Supplemental Data
Net assets, end of period (in millions)	$	978		$	1,065		$	1,208		$	1,257		$	1,167		$	1,084
Average net assets (in millions)	$	1,029		$	1,126		$	1,199		$	1,227		$	1,128		$	1,092
Ratios to average net assets:2
Net investment income		11.20	%		10.12	%		9.40	%		8.64	%		9.22	%		9.59	%
Expenses		1.00	%		1.02	%		0.99	%		1.00	%3		1.00	%3		1.03	%3
Portfolio turnover rate		14	%		24	%		43	%		117	%		126	%		105	%

1.	Assumes a $1,000 hypothetical initial 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 of less than one full year.
2.	Annualized for periods of less than one full year.
3.	Expense ratio has not been grossed up to reflect the effect of expenses paid indirectly.

See accompanying Notes to Financial Statements.

29 OPPENHEIMER HIGH YIELD FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months																					Year
	Ended																					Ended
	Dec. 31, 2000																				June 30,
Class B	(Unaudited)					2000				1999				1998				1997				1996
Per Share Operating Data
Net asset value, beginning of period	$	11.77			$	12.95			$	14.33			$	13.88			$	13.43			$	13.15
Income (loss) from investment operations:
Net investment income			.59				1.15				1.14				1.11				1.15				1.18
Net realized and unrealized gain (loss)		(1.13		)		(1.18		)		(1.38		)			.44				.43				.27
Total income (loss) from
investment operations			(.54	)			(.03	)			(.24	)			1.55				1.58				1.45
Dividends and/or distributions to shareholders:
Dividends from net investment income			(.62	)		(1.15		)		(1.14		)		(1.10		)		(1.13		)		(1.17		)
Total dividends and/or distributions
to shareholders			(.62	)		(1.15		)		(1.14		)		(1.10		)		(1.13		)		(1.17		)
Net asset value, end of period	$	10.61			$	11.77			$	12.95			$	14.33			$	13.88			$	13.43
Total Return, at Net Asset Value1		(4.73		)%		(0.13		)%		(1.48		)%		11.50		%		12.18		%		11.40		%
Ratios/Supplemental Data
Net assets, end of period (in millions)	$		388		$		453		$		580		$		528		$		397		$		280
Average net assets (in millions)	$		419		$		510		$		545		$		464		$		335		$		236
Ratios to average net assets:2
Net investment income		10.42		%			9.35	%			8.61	%			7.86	%			8.41	%			8.75	%
Expenses			1.77	%			1.79	%			1.78	%			1.79	%3			1.80	%3			1.84	%3
Portfolio turnover rate			14	%			24	%			43	%			117	%			126	%			105	%

1.	Assumes a $1,000 hypothetical initial 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 of less than one full year.
2.	Annualized for periods of less than one full year.
3.	Expense ratio has not been grossed up to reflect the effect of expenses paid indirectly.

See accompanying Notes to Financial Statements.

30 OPPENHEIMER HIGH YIELD FUND

	Six Months																	Year
		Ended																Ended
	Dec. 31, 2000																June 30,
Class C	(Unaudited)				2000			1999			1998			1997				19961
Per Share Operating Data
Net asset value, beginning of period		$11.87			$13.04			$14.42			$13.97			$13.50				$13.30
Income (loss) from investment operations:
Net investment income		.59			1.16			1.15			1.22			1.14				.77
Net realized and unrealized gain (loss)		(1.14		)	(1.18		)	(1.39		)	.33			.45				.19
Total income (loss) from
investment operations		(.55		)	(.02		)	(.24		)	1.55			1.59				.96
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.62		)	(1.15		)	(1.14		)	(1.10		)	(1.12		)		(.76		)
Total dividends and/or distributions
to shareholders		(.62		)	(1.15		)	(1.14		)	(1.10		)	(1.12		)		(.76		)
Net asset value, end of period		$10.70			$11.87			$13.04			$14.42			$13.97				$13.50
Total Return, at Net Asset Value2		(4.78		)%	(0.06		)%	(1.49		)%	11.42		%	12.23		%		7.36		%
Ratios/Supplemental Data
Net assets, end of period (in millions)			$76			$82			$94			$66			$30				$8
Average net assets (in millions)			$79			$87			$80			$48			$18				$3
Ratios to average net assets:3
Net investment income		10.42		%	9.35		%	8.60		%	7.87		%	8.40		%		8.41		%
Expenses		1.76		%	1.79		%	1.78		%	1.78		%4	1.82		%4		1.90		%4
Portfolio turnover rate			14	%		24	%		43	%	117		%	126		%		105		%

1.For the period from November 1, 1995 (inception of offering) to June 30, 1996.

2.Assumes a $1,000 hypothetical initial investment on the business day before the first day of the fiscal period (or inception of offering), 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 of less than one full year.

3.Annualized for periods of less than one full year.

4.Expense ratio has not been grossed up to reflect the effect of expenses paid indirectly.

See accompanying Notes to Financial Statements.

31 OPPENHEIMER HIGH YIELD FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months											Year
		Ended										Ended
	Dec. 31 ,2000										June 30,
Class Y	(Unaudited)				2000			1999				19981
Per Share Operating Data
Net asset value, beginning of period		$11.82			$13.02			$14.42				$14.48
Income (loss) from investment operations:
Net investment income		.64			1.27			1.28				.90
Net realized and unrealized gain (loss)		(1.15		)	(1.18		)	(1.39		)		(.08		)
Total income (loss) from investment operations		(.51		)	.09			(.11		)		.82
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.66		)	(1.29		)	(1.29		)		(.88		)
Total dividends and/or distributions to shareholders		(.66		)	(1.29		)	(1.29		)		(.88		)
Net asset value, end of period		$10.65			$11.82			$13.02				$14.42
Total Return, at Net Asset Value2		(4.42		)%	0.85		%	(0.54		)%		5.81		%
Ratios/Supplemental Data
Net assets, end of period (in millions)			$52			$54			$53				$11
Average net assets (in millions)			$54			$54			$34				$6
Ratios to average net assets:3
Net investment income		11.24		%	10.30		%	9.73		%		9.14		%
Expenses		0.97		%	0.86		%	0.76		%		0.81		%4
Portfolio turnover rate			14	%		24	%		43	%		117		%

1.For the period from October 15, 1997 (inception of offering) to June 30, 1998.

2.Assumes a $1,000 hypothetical initial investment on the business day before the first day of the fiscal period (or inception of offering), 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 of less than one full year.

3.Annualized for periods of less than one full year.

4.Expense ratio has not been grossed up to reflect the effect of expenses paid indirectly.

See accompanying Notes to Financial Statements.

32 OPPENHEIMER HIGH YIELD FUND

NOTES TO FINANCIAL STATEMENTS Unaudited

1. Significant Accounting Policies
Oppenheimer High Yield 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 a high level of current income by investing in a diversified portfolio of high yield, lower-rated fixed income securities the Fund’s investment Manager, OppenheimerFunds, Inc., (the Manager), believes do not involve undue risk.
     The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B and Class C shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC. All classes of shares have identical rights to earnings, assets and voting privileges, except that each class has its own expenses directly attributable to that class and exclusive voting rights with respect to matters affecting that class. Classes A, B and C have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares six years after the date of purchase. The following is a summary of significant accounting policies consistently followed by the Fund.Securities Valuation. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges 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. 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 (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations, a portfolio pricing service authorized by the Board of Trustees, or at their fair value. Fair value is determined in good faith under consistently applied procedures under the supervision of the Board of Trustees. Short-term “money market type” debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value).Security Credit Risk. The Fund invests in high yield securities, which may be subject to a greater degree of credit risk, greater market fluctuations and risk of loss of income and principal, and may be more sensitive to economic conditions than lower yielding, higher rated fixed income securities. The Fund may acquire securities in default, and is not obligated to dispose of securities whose issuers subsequently default. As of December 31, 2000, securities with an aggregate market value of $3,863,410, representing 0.26% of the Fund’s net assets, were in default.

33 OPPENHEIMER HIGH YIELD FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

Foreign Currency Translation. The accounting records of the Fund are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions.
     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.

Repurchase Agreements. The Fund requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. The market value of the underlying securities is required to be at least 102% of the resale price at the time of purchase. If the seller of the agreement defaults and the value of the collateral declines, or if the seller enters an insolvency proceeding, realization of the value of the collateral by the Fund may be delayed or limited. Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated daily 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 continue to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income, including any net realized gain on investments not offset by loss carryovers, to shareholders. Therefore, no federal income or excise tax provision is required.

As of June 30, 2000, the fund had available for federal income purposes unused capital loss carryovers as follows:

Expiring
2001	$21,167,867
2003	14,430,060
2004	25,763,959
2007	30,649,297
2008	35,734,504

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date.

34 OPPENHEIMER HIGH YIELD FUND

Classification of Dividends and Distributions to Shareholders. Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes primarily because of paydown gains and losses and the recognition of certain foreign currency gains (losses) as ordinary income (loss) for tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from its 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 realized gain was recorded by the Fund. Expense Offset Arrangements. Expenses paid indirectly represent a reduction of custodian fees for earnings on cash balances maintained by the Fund. Other. Investment transactions are accounted for as of trade date and dividend income is recorded on the ex-dividend date. Discount on securities purchased is accreted over the life of the respective securities, in accordance with federal income tax requirements. Realized gains and losses on investments and options written and unrealized appreciation and depreciation are determined on an identified cost basis, which is the same basis used for federal income tax purposes. Dividends-in-kind are recognized as income on the ex-dividend date, at the current market value of the underlying security. Interest on payment-in-kind debt instruments is accrued as income at the coupon rate and a market adjustment is made periodically.
     The Fund will adopt the provisions of the AlCPA Audit and Accounting Guide for Investment Companies, as revised, effective for fiscal years beginning after December 15, 2000. As required, the Fund will begin amortizing premiums on debt securities effective January 1, 2001. Prior to this date, the Fund did not amortize premiums on debt securities. The cumulative effect of this accounting change will have no impact on the total net assets of the Fund, but will result in a $2,856,760 decrease to cost of securities and a corresponding $2,856,760 decrease in net unrealized depreciation, based on securities held as of December 31, 2000.
     The preparation of financial statements in conformity with generally accepted accounting principles 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 income and expenses during the reporting period. Actual results could differ from those estimates.

35 OPPENHEIMER HIGH YIELD FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

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:

	Six Months Ended December 31, 2000					Year Ended June 30, 2000
	Shares			Amount		Shares			Amount
Class A
Sold	16,816,902		$	191,840,840		35,234,977		$	436,531,845
Dividends and/or
distributions reinvested	3,277,364			36,841,580		5,658,146			69,577,059
Redeemed	(18,459,985	)	(210,498,485		)	(43,710,834	)	(541,024,464		)
Net increase (decrease)	1,634,281		$	18,183,936		(2,817,711	)	$	(34,915,560	)
Class B
Sold	5,361,758		$	60,341,287		13,593,526		$	167,147,993
Dividends and/or
distributions reinvested	956,769			10,650,333		1,891,136			23,058,610
Redeemed	(8,293,957	)		(94,037,249	)	(21,786,396	)	(267,798,468		)
Net decrease	(1,975,430	)	$	(23,045,629	)	(6,301,734	)	$	(77,591,865	)
Class C
Sold	1,580,646		$	17,899,017		4,409,452		$	54,511,030
Dividends and/or
distributions reinvested	205,541			2,306,814		366,460			4,504,351
Redeemed	(1,618,638	)		(18,544,938	)	(5,023,774	)		(62,128,293	)
Net increase (decrease)	167,549		$	1,660,893		(247,862	)	$	(3,112,912	)
Class Y
Sold	419,167		$	4,746,808		1,340,236		$	16,526,660
Dividends and/or
distributions reinvested	280,049			3,131,169		471,867			5,769,681
Redeemed	(384,496	)		(4,330,190	)	(1,301,466	)		(15,979,275	)
Net increase	314,720		$	3,547,787		510,637		$	6,317,066

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the six months ended December 31, 2000, were $214,559,283 and $240,772,789, respectively.

4. Fees and Other Transactions with Affiliates

Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee of 0.75% of the first $200 million of average annual net assets, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $200 million and 0.50% of average annual net assets over $1 billion. The Fund’s management fee for the six months ended December 31, 2000, was an annualized rate of 0.62%, before any waiver by the Manager if applicable.

36 OPPENHEIMER HIGH YIELD FUND

Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. Prior to January 1, 2001, OFS performed these services on an “at-cost” basis. Beginning January 2001, OFS is paid at an agreed upon account fee.

Distribution and Service Plan Fees. Under its General Distributor’s Agreement with the Manager, the Distributor acts as the Fund’s principal underwriter in the continuous public offering of the different classes of shares of the Fund.

The compensation paid to (or retained by) the Distributor from the sale of shares or on the redemption of shares is shown in the table below for the period indicated.

	Aggregate	Class A	Commissions	Commissions	Commissions
	Front-End	Front-End	on Class A	on Class B	on Class C
	Sales Charges	Sales Charges	Shares	Shares	Shares
	on Class A	Retained by	Advanced by	Advanced by	Advanced by
Six Months Ended	Shares	Distributor	Distributor	Distributor	Distributor
December 31, 2000	$796,248	$213,060	$115,625	$1,166,158	$94,990

1. The Distributor advances commission payments to dealers for certain sales of Class A shares and for sales of Class B and Class C shares from its own resources at the time of sale.

	Class A	Class B	Class C
	Contingent Deferred	Contingent Deferred	Contingent Deferred
	Sales Charges Retained	Sales Charges Retained	Sales Charges Retained
Six Months Ended	by Distributor	by Distributor	by Distributor
December 31, 2000	$2,868	$647,715	$11,620

     The Fund has adopted a Service Plan for Class A shares and Distribution and Service Plans for Class B and Class C shares under Rule 12b-1 of the Investment Company Act. Under those plans the Fund pays the Distributor for all or a portion of its costs incurred in connection with the distribution and/or servicing of the shares of the particular class.
     Class A Service Plan Fees. Under the Class A service plan, the Distributor currently uses the fees it receives from the Fund to pay brokers, dealers and other financial institutions. The Class A service plan permits reimbursements to the Distributor at a rate of up to 0.25% of average annual net assets of Class A shares purchased. The Distributor makes payments to plan recipients quarterly at an annual rate not to exceed 0.25% of the average annual net assets consisting of Class A shares of the Fund. For the six months ended December 31, 2000, payments under the Class A plan totaled $1,229,067 prior to Manager waiver if applicable, all of which were paid by the Distributor to recipients, and included $30,564 paid to an affiliate of the Manager. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years.

Class B and Class C Distribution and Service Plan Fees. Under each plan, service fees and distribution fees are computed on the average of the net asset value of shares in the respective class, determined as of the close of each regular business day during the period.

37 OPPENHEIMER HIGH YIELD FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Fees and Other Transactions with Affiliates Continued
     The Class B and Class C plans provide for the Distributor to be compensated at a flat rate, whether the Distributor’s distribution expenses are more or less than the amounts paid by the Fund under the plan during the period for which the fee is paid.
     The Distributor retains the asset-based sales charge on Class B shares. The Distributor retains the asset-based sales charge on Class C shares during the first year the shares are outstanding. The asset-based sales charges on Class B and Class C shares allow investors to buy shares without a front-end sales charge while allowing the Distributor to compensate dealers that sell those shares.
     The Distributor’s actual expenses in selling Class B and Class C shares may be more than the payments it receives from the contingent deferred sales charges collected on redeemed shares and asset-based sales charges from the Fund under the plans. If any plan is terminated by the Fund, the Board of Trustees may allow the Fund to continue payments of the asset-based sales charge to the Distributor for distributing shares before the plan was terminated. The plans allow for the carryforward of distribution expenses, to be recovered from asset-based sales charges in subsequent fiscal periods.

Distribution fees paid to the Distributor for the six months ended December 31, 2000, were as follows:

				Distributor’s
			Distributor’s	Aggregate
			Aggregate	Unreimbursed
			Unreimbursed	Expenses as %
	Total Payments	Amount Retained	Expenses	of Net Assets
	Under Plan	by Distributor	Under Plan	of Class
Class B Plan	$2,125,169	$1,679,196	$15,038,177	3.88	%
Class C Plan	395,736	109,071	1,712,781	2.26

5. Foreign Currency Contracts
A foreign currency contract is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. The Fund may enter into foreign currency contracts for operational purposes and to seek to protect against adverse exchange rate fluctuations. Risks to the Fund include the potential inability of the counterparty to meet the terms of the contract.
     The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using foreign currency exchange rates as provided by a reliable bank, dealer or pricing service. Unrealized appreciation and depreciation on foreign currency contracts are reported in the Statement of Assets and Liabilities.
     The Fund may realize a gain or loss upon the closing or settlement of the foreign currency transactions. Realized gains and losses are reported with all other foreign currency gains and losses in the Statement of Operations.
     Securities denominated in foreign currency to cover net exposure on outstanding foreign currency contracts are noted in the Statement of Investments where applicable.

38 OPPENHEIMER HIGH YIELD FUND

As of December 31, 2000, the Fund had outstanding foreign currency contracts as follows:

Contract Description	Expiration Date	Contract Amount (000s)	Valuation as of December 31, 2000	Unrealized Depreciation
Contracts to Sell
British Pound Sterling (GBP)	6/5/01	GBP 18,065	$27,036,103	$1,100,170
Canadian Dollar (CAD)	4/2/01	CAD 7,485	4,991,971	67,629
Euro (EUR)	2/12/01	EUR 9,960	9,369,547	490,207
Total Unrealized Depreciation				$1,658,006

6. Futures Contracts
A futures contract is a commitment to buy or sell a specific amount of a commodity or financial instrument at a particular price on a stipulated future date at a negotiated price. Futures contracts are traded on a commodity exchange. The Fund may buy and sell futures contracts that relate to broadly-based securities indices “financial futures” or debt securities “interest rate futures” in order to gain exposure to or to seek to protect against changes in market value of stock and bonds or interest rates. The Fund may also buy or write put or call options on these futures contracts.
     The Fund generally sells futures contracts to hedge against increases in interest rates and decreases in market value of portfolio securities. The Fund may also purchase futures contracts to gain exposure to changes in interest rates as it may be more efficient or cost effective than actually buying fixed income securities.
     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. The Fund recognizes a realized gain or loss when the contract is closed or expires.      Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. The Statement of Assets and Liabilities reflects a receivable and/or payable for the daily mark to market for variation margin.
     Risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market and that a change in the value of the contract or option may not correlate with changes in the value of the underlying securities.

As of December 31, 2000, the Fund had outstanding futures contracts as follows:

Contract Description	Expiration Date	Number of Contracts	Valuation as of December 31, 2000		Unrealized Appreciation (Depreciation)
Contracts to Purchase
U.S. Treasury Nts., 10 yr.	3/21/01	200		$20,971,875		$574,218
U.S. Long Bond	3/21/01	50		5,231,250		(21,875	)
						$552,343

39 OPPENHEIMER HIGH YIELD FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

7. Illiquid or Restricted Securities

As of December 31, 2000, investments in securities included issues that are illiquid or restricted. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and are valued under methods approved by the Board of Trustees as reflecting fair value. A security may also be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund intends to invest no more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid or restricted securities. Certain restricted securities, eligible for resale to qualified institutional investors, are not subject to that limitation. The aggregate value of illiquid or restricted securities subject to this limitation as of December 31, 2000, was $132,192,870, which represents 8.84% of the Fund’s net assets, of which $15,030,811 is considered restricted. Information concerning restricted securities is as follows:

Security	Acquisition Dates	Cost Per Unit			Valuation Per Unit as of December 31, 2000				Unrealized Appreciation (Depreciation)
Bonds
Trans World Airlines Lease, 14%
Equipment Trust, 7/2/08	3/19/98	101.00		%	83.00		%	$	(325,725	)
Stocks and Warrants
CGA Group Ltd.,
Preferred Stock, Series A	6/17/97–9/28/00	$	25.00		$	25.00		$	—
CGA Group Ltd. Wts., Exp. 6/16/07	6/17/97		—			0.30			39,000
Chesapeake Energy Corp.	6/27/00		5.83			9.62			1,409,870
ECM Fund, Limited Partnership Interest	4/14/92	1,000.00			876.25				(167,063	)
World Access, Inc., Cv. Sr., Series D,
Non-Vtg.	2/14/00	1,381.50			130.00				(987,430	)

8. Bank Borrowings

The Fund may borrow from a bank for temporary or emergency purposes including, without limitation, funding of shareholder redemptions provided asset coverage for borrowings exceeds 300%. The Fund has entered into an agreement which enables it to participate with other Oppenheimer funds in an unsecured line of credit with a bank, which permits borrowings up to $400 million, collectively. Interest is charged to each fund, based on its borrowings, at a rate equal to the Federal Funds Rate plus 0.45%. Borrowings are payable 30 days after such loan is executed. The Fund also pays a commitment fee equal to its pro rata share of the average unutilized amount of the credit facility at a rate of 0.08% per annum.
     The Fund had no borrowings during the six months ended or at December 31, 2000.

40 OPPENHEIMER HIGH YIELD FUND

SHAREHOLDER MEETING Unaudited

On October 31, 2000, a shareholder meeting was held at which the following items and proposals were approved, as described in the Fund’s proxy statement for that meeting. The following is a report of the votes cast:

Nominee/Proposal No. 1	For		Withheld/Abstain		Total
Trustees
William L. Armstrong	72,070,326		1,797,622		73,867,948
Robert G. Avis	72,034,782		1,833,166		73,867,948
George C. Bowen	72,160,281		1,707,667		73,867,948
Edward L. Cameron	72,109,476		1,758,472		73,867,948
Jon S. Fossel	72,111,179		1,756,769		73,867,948
Sam Freedman	72,084,251		1,783,697		73,867,948
Raymond J. Kalinowski	71,968,329		1,899,619		73,867,948
C. Howard Kast	71,929,125		1,938,823		73,867,948
Robert M. Kirchner	71,901,251		1,966,697		73,867,948
Bridget A. Macaskill	72,073,031		1,794,917		73,867,948
F. William Marshall	72,099,520		1,768,428		73,867,948
James C. Swain	72,066,363		1,801,585		73,867,948
Nominee/Proposal	For	Against	Withheld/Abstain	Broker non-votes	Total
Proposal No. 2
Ratification of the selection of Deloitte & Touche LLP as independent auditors for the Fund for the fiscal year beginning July 1, 2000.
	69,647,275	944,222	3,276,451		73,867,948
Proposal No. 3a
Approval to eliminate the Fund’s fundamental policy investing in unseasoned issuers.
	52,861,793	7,326,705	4,714,866	8,964,584	73,867,948
Proposal No. 3b
Approval to eliminate the Fund’s fundamental policy on investing in a company for the purpose of acquiring control.
	53,743,053	6,682,303	4,478,008	8,964,584	73,867,948
Proposal No. 3c
Approval to eliminate the Fund’s fundamental policyn purchasing securities of issuers in which officers or trustees have an interest.
	51,564,852	8,910,463	4,428,049	8,964,584	73,867,948
Proposal No. 3d
Approval to eliminate the Fund’s fundamental policy purchasing securities on margin and engaging in short sales.
	51,674,021	8,610,587	4,618,756	8,964,584	73,867,948
Proposal No. 3e
Approval to eliminate the Fund’s fundamental policy on investing in mineral-related programs or leases.
	54,572,689	5,467,302	4,863,373	8,964,584	73,867,948
Proposal No. 3f
Approval to eliminate the Fund’s fundamental policy on investing in other investment companies.
	54,658,146	5,663,504	4,581,714	8,964,584	73,867,948
Proposal No. 3g
Approval to eliminate the Fund’s fundamental policy on investing in warrants and rights.
	53,156,399	5,930,441	5,816,524	8,964,584	73,867,948

41 OPPENHEIMER HIGH YIELD FUND

SHAREHOLDER MEETING Unaudited / Continued

	For	Against	Withheld/Abstain	Broker Non-Votes	Total
Proposal No. 4.
Approval of changes to four of the Fund’s fundamental investment restrictions to permit the Fund to participate in an inter-fund lending arrangement.
53,019,099		6,618,372	5,265,893	8,964,584	73,867,948
Proposal No. 5.
Approval to authorize the Trustees to adopt an Amended and Restated Declaration of Trust.
54,517,092		4,692,902	5,693,370	8,964,584	73,867,948
Proposal No. 6.
Approval to new Class B 12b-1Distribution and Service Plan and Agreement.
15,164,928		944,473	1,632,353	3,455,545	21,197,299

42 OPPENHEIMER HIGH YIELD FUND

OPPENHEIMER HIGH YIELD FUND

Officers and Trustees	James C. Swain, Trustee and Chairman of the Board
	Bridget A. Macaskill, Trustee and President
	William L. Armstrong, Trustee
	Robert G. Avis, Trustee
	George C. Bowen, Trustee
	Jon S. Fossel, Trustee
	Sam Freedman, Trustee
	Raymond J. Kalinowski, Trustee
	C. Howard Kast, Trustee
	Robert M. Kirchner, Trustee
	David P. Negri, Vice President
	Thomas P. Reedy, Vice President
	Andrew J. Donohue, Vice President and Secretary
	Brian W. Wixted, Treasurer
	Robert J. Bishop, Assistant Treasurer
	Scott T. Farrar, Assistant Treasurer
	Robert G. Zack, Assistant Secretary
Investment Advisor	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OppenheimerFunds Services
Custodian of Portfolio Securities	The Bank of New York
Independent Auditors	Deloitte & Touche LLP
Legal Counsel	Myer, Swanson, Adams & Wolf, P.C.
	The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent auditors. For more complete information about Oppenheimer High Yield Fund, please refer to the Prospectus. To obtain a copy, call your financial advisor, or call OppenheimerFunds Distributor, Inc. at 1.800.525.7048, or visit the OppenheimerFunds Internet website, at www.oppenheimerfunds.com.
	Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, and are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.
	Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc., Two World Trade Center, New York, NY 10048-0203.

©Copyright 2001 OppenheimerFunds, Inc. All rights reserved.

43 OPPENHEIMER HIGH YIELD FUND

OPPENHEIMERFUNDS FAMILY

Global Equity
	Developing Markets Fund	Global Fund
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Equity
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	Taxable	Municipal
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		Limited Term New York Municipal Fund
Money Market3
	Money Market Fund	Cash Reserves

1.	The Fund’s Board has proposed to reorganize the Fund into another Oppenheimer fund subject to shareholder approval.
2.	Available to investors only in certain states.
3.	An investment in money market funds is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although these funds may seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these funds.
4.	Available only through qualified retirement plans.

44 OPPENHEIMER FUND NAME

INFORMATION AND SERVICES

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RS0280.001.1200 March 1, 2001