AMENDED AND RESTATED

                   DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                      With

                      Oppenheimerfunds Distributor, Inc.

                             For Class N Shares Of

              Oppenheimer Disciplined Allocation Fund, a series of
                          Oppenheimer Series Fund, Inc.

This  Amended and  Restated  Distribution  and Service  Plan and  Agreement  (the
"Plan") is dated as of the 26th day of October,  2005 by and between  Oppenheimer
Disciplined  Allocation Fund (the "Fund"),  a series of Oppenheimer  Series Fund,
Inc. (the "Company") and OppenheimerFunds Distributor, Inc. (the "Distributor").

1.    The Plan.  This Plan is the Fund's  written  distribution  and service plan
for Class N shares of the Fund (the  "Shares"),  contemplated by Rule 12b-1 as it
may be amended from time to time (the "Rule")  under the  Investment  Company Act
of 1940  (the  "1940  Act"),  pursuant  to which  the Fund  will  compensate  the
Distributor for its services in connection with the  distribution of Shares,  and
the personal  service and  maintenance of  shareholder  accounts that hold Shares
("Accounts").  The Fund may act as  distributor  of securities of which it is the
issuer,  pursuant  to the Rule,  according  to the terms of this Plan.  The terms
and  provisions  of this  Plan  shall  be  interpreted  and  defined  in a manner
consistent  with the  provisions and  definitions  contained in (i) the 1940 Act,
(ii) the Rule,  (iii) Rule 2830 of the Conduct Rules of the National  Association
of Securities  Dealers,  Inc., or any  applicable  amendment or successor to such
rule (the "NASD  Conduct  Rules") and (iv) any  conditions  pertaining  either to
distribution-related  expenses or to a plan of  distribution to which the Fund is
subject  under  any  order on which  the Fund  relies,  issued at any time by the
U.S. Securities and Exchange Commission ("SEC").

2.    Definitions.  As used in this  Plan,  the  following  terms  shall have the
following meanings:

      (a)   "Recipient"  shall mean any broker,  dealer,  bank or other person or
entity which:  (i) has rendered  assistance  (whether direct,  administrative  or
both) in the  distribution  of  Shares  or has  provided  administrative  support
services  with  respect  to  Shares  held by  Customers  (defined  below)  of the
Recipient;  (ii) shall furnish the  Distributor (on behalf of the Fund) with such
information  as  the  Distributor   shall  reasonably   request  to  answer  such
questions  as may  arise  concerning  the  sale of  Shares;  and  (iii)  has been
selected by the Distributor to receive payments under the Plan.

      (b)   "Independent  Trustees"  shall mean the  members of the Fund's  Board
of  Trustees  who are not  "interested  persons"  (as defined in the 1940 Act) of
the Fund and who have no direct or indirect  financial  interest in the operation
of this Plan or in any agreement relating to this Plan.

      (c)   "Customers"   shall  mean  such  brokerage  or  other   customers  or
investment  advisory  or other  clients of a  Recipient,  and/or  accounts  as to
which such Recipient provides  administrative  support services or is a custodian
or other fiduciary.

      (d)   "Qualified  Holdings"  shall mean,  as to any  Recipient,  all Shares
owned   beneficially  or  of  record  by:  (i)  such  Recipient,   or  (ii)  such
Recipient's  Customers,  but in no event shall any such Shares be deemed owned by
more than one  Recipient  for purposes of this Plan.  In the event that more than
one  person  or entity  would  otherwise  qualify  as  Recipients  as to the same
Shares,  the  Recipient  which is the  dealer of record  on the  Fund's  books as
determined  by the  Distributor  shall be deemed the  Recipient as to such Shares
for purposes of this Plan.

3.    Payments for Distribution Assistance and Administrative Support Services.

      (a)   Payments to the  Distributor.  In  consideration of the payments made
by the Fund to the  Distributor  under this Plan, the  Distributor  shall provide
administrative  support  services  and  distribution  services to the Fund.  Such
services  include  distribution  assistance and  administrative  support services
rendered  in  connection  with  Shares  (1) sold in  purchase  transactions,  (2)
issued  in  exchange  for  shares of  another  investment  company  for which the
Distributor serves as distributor or  sub-distributor,  or (3) issued pursuant to
a plan of  reorganization  to which the Fund is a party.  If the  Board  believes
that the Distributor  may not be rendering  appropriate  distribution  assistance
or  administrative  support services in connection with the sale of Shares,  then
the  Distributor,  at the  request of the Board,  shall  provide the Board with a
written report or other  information to verify that the  Distributor is providing
appropriate  services in this regard.  For such services,  the Fund will make the
following payments to the Distributor:

            (i)  Administrative  Support  Service Fees.  Within  forty-five  (45)
days of the end of each  calendar  quarter,  the Fund will make  payments  in the
aggregate  amount of 0.0625%  (0.25% on an annual  basis) of the  average  during
the period of the  aggregate  net asset  value of the Shares  computed  as of the
close of each  business  day (the  "Service  Fee").  Such  Service  Fee  payments
received  from  the  Fund  will   compensate   the   Distributor   for  providing
administrative  support  services  with respect to Accounts.  The  administrative
support  services in  connection  with  Accounts  may  include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render as
described in Section 3(b)(i) below.

            (ii)  Distribution   Assistance  Fees  (Asset-Based   Sales  Charge).
Within ten (10) days of the end of each  month,  the Fund will make  payments  in
the  aggregate  amount of  0.02083%  (0.25% on an  annual  basis) of the  average
during the month of the  aggregate  net asset value of Shares  computed as of the
close of each business day (the  "Asset-Based  Sales Charge").  Such  Asset-Based
Sales Charge  payments  received from the Fund will  compensate  the  Distributor
for providing distribution assistance in connection with the sale of Shares.

            The   distribution   assistance   services  to  be  rendered  by  the
Distributor in connection  with the Shares may include,  but shall not be limited
to, the following:  (i) paying sales commissions to any broker,  dealer,  bank or
other person or entity that sells  Shares,  and/or  paying such persons  "Advance
Service  Fee  Payments"  (as  defined  below) in  advance  of,  and/or in amounts
greater than,  the amount  provided for in Section 3(b) of this  Agreement;  (ii)
paying  compensation  to and expenses of personnel of the Distributor who support
distribution  of Shares by  Recipients;  (iii)  obtaining  financing or providing
such  financing from its own  resources,  or from an affiliate,  for the interest
and other borrowing costs of the  Distributor's  unreimbursed  expenses  incurred
in rendering  distribution  assistance and administrative support services to the
Fund;  and  (iv)  paying  other  direct  distribution  costs,  including  without
limitation the costs of sales  literature,  advertising and  prospectuses  (other
than  those  prospectuses  furnished  to current  holders  of the  Fund's  shares
("Shareholders")) and state "blue sky" registration expenses.

(b)   Payments to Recipients.  The  Distributor  is authorized  under the Plan to
pay  Recipients  (1)  distribution  assistance  fees for  rendering  distribution
assistance  in  connection  with the sale of Shares  and/or (2) service  fees for
rendering  administrative  support  services  with respect to Accounts.  However,
no such  payments  shall be made to any  Recipient  for any  period  in which its
Qualified  Holdings  do not  equal  or  exceed,  at the end of such  period,  the
minimum  amount  ("Minimum  Qualified  Holdings"),  if any,  that may be set from
time to time by a majority of the  Independent  Trustees.  All fee payments  made
by the  Distributor  hereunder are subject to reduction or chargeback so that the
aggregate  service fee  payments  and Advance  Service Fee Payments do not exceed
the limits on payments  to  Recipients  that are, or may be,  imposed by the NASD
Conduct  Rules.  The  Distributor  may  make  Plan  payments  to any  "affiliated
person"  (as  defined  in the 1940  Act) of the  Distributor  if such  affiliated
person  qualifies  as a  Recipient  or retain such  payments  if the  Distributor
qualifies as a Recipient.

            In  consideration  of  the  services  provided  by  Recipients,   the
Distributor may make the following payments to Recipients:

            (i)  Service  Fee.  In   consideration  of   administrative   support
services  provided  by a  Recipient,  the  Distributor  shall  make  service  fee
payments  to  that  Recipient  quarterly  or at such  other  interval  as  deemed
appropriate by the  Distributor,  within  forty-five (45) days of the end of each
calendar  quarter or other period,  at a rate not to exceed  0.0625% (0.25% on an
annual  basis) of the average  during the period of the aggregate net asset value
of  Shares,  computed  as  of  the  close  of  each  business  day,  constituting
Qualified  Holdings  owned  beneficially  or of record by the Recipient or by its
Customers  for a period of more than the  minimum  period (the  "Minimum  Holding
Period"),  if any,  that  may be set  from  time to  time  by a  majority  of the
Independent Trustees.

            Alternatively,  the  Distributor  may, at its sole  option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days of
the  end  of  each  calendar   quarter  or  at  such  other  interval  as  deemed
appropriate  by the  Distributor:  (A) "Advance  Service Fee  Payments" at a rate
not to exceed 0.25% of the average  during the  calendar  quarter or other period
of the  aggregate  net  asset  value  of  Shares,  computed  as of the  close  of
business on the day such Shares are sold,  constituting Qualified Holdings,  sold
by the Recipient  during that period and owned  beneficially  or of record by the
Recipient  or by its  Customers,  plus (B) service fee  payments at a rate not to
exceed  0.0625%  (0.25% on an annual  basis) of the average  during the period of
the  aggregate  net  asset  value of  Shares,  computed  as of the  close of each
business day,  constituting  Qualified  Holdings owned  beneficially or of record
by the  Recipient  or by its  Customers  for a period  of more than one (1) year.
In the event  Shares are  redeemed  less than one year after the date such Shares
were sold,  the  Recipient  is  obligated  to and will repay the  Distributor  on
demand a pro rata  portion of such  Advance  Service Fee  Payments,  based on the
ratio of the time such Shares were held to one (1) year.

            The  administrative  support services to be rendered by Recipients in
connection  with the  Accounts  may  include,  but shall not be  limited  to, the
following:  answering  routine  inquiries  concerning the Fund,  assisting in the
establishment  and  maintenance  of  accounts  or  sub-accounts  in the  Fund and
processing  Share  redemption  transactions,  making the Fund's  investment plans
and dividend  payment  options  available,  and providing such other  information
and services in  connection  with the rendering of personal  services  and/or the
maintenance of Accounts, as the Distributor or the Fund may reasonably request.

            (ii)  Distribution   Assistance  Fee  (Asset-Based   Sales  Charge)
Payments.  Irrespective  of whichever  alternative  method of making  service fee
payments to Recipients is selected by the  Distributor,  the Distributor  may, at
its sole option,  make  distribution  assistance  fee payments to each  Recipient
quarterly,  or at such other interval as deemed  appropriate by the  Distributor,
within  forty-five  (45) days  after the end of each  calendar  quarter  or other
period,  at a rate not to  exceed  0.0625%  (0.25%  on an  annual  basis)  of the
average  during the period of the  aggregate  net asset value of Shares  computed
as of the  close of each  business  day  constituting  Qualified  Holdings  owned
beneficially  or of  record by the  Recipient  or its  Customers  for a period of
more than one (1) year.  Alternatively,  at its sole option,  the Distributor may
make distribution  assistance fee payments to a Recipient quarterly,  at the rate
described above, on Shares  constituting  Qualified  Holdings owned  beneficially
or of record by the  Recipient  or its  Customers  without  regard to the  1-year
holding period  described  above.  Distribution  assistance fee payments shall be
made only to Recipients that are registered  with the SEC as a  broker-dealer  or
are exempt from registration.

            The  distribution  assistance  to be  rendered by the  Recipients  in
connection  with the sale of Shares may  include,  but shall not be  limited  to,
the following:  distributing  sales literature and prospectuses  other than those
furnished  to  current  Shareholders,   providing   compensation  to  and  paying
expenses of personnel of the  Recipient  who support the  distribution  of Shares
by  the  Recipient,   and  providing  such  other  information  and  services  in
connection  with the  distribution  of Shares as the  Distributor or the Fund may
reasonably request.

      (c)   A majority of the  Independent  Trustees may at any time or from time
to time (i) increase or decrease  the rate of fees to be paid to the  Distributor
or to any  Recipient,  but not to exceed the rates set forth  above,  and/or (ii)
direct the Distributor to increase or decrease any Minimum  Holding  Period,  any
maximum period set by a majority of the  Independent  Trustees  during which fees
will be paid on Shares  constituting  Qualified Holdings owned beneficially or of
record by a Recipient or by its Customers  (the  "Maximum  Holding  Period"),  or
Minimum  Qualified  Holdings.  The Distributor shall notify all Recipients of any
Minimum  Qualified  Holdings,  Maximum  Holding Period and Minimum Holding Period
that  are  established  and  the  rate  of  payments   hereunder   applicable  to
Recipients,  and shall provide each  Recipient  with written notice within thirty
(30) days  after any change in these  provisions.  Inclusion  of such  provisions
or a change in such  provisions  in a  supplement  or amendment to or revision of
the prospectus of the Fund shall constitute sufficient notice.

      (d)   The  Service  Fee and the  Asset-Based  Sales  Charge on  Shares  are
subject to reduction  or  elimination  under the limits to which the  Distributor
is, or may become, subject under the NASD Conduct Rules.

      (e)   Under  the  Plan,  payments  may also be made to  Recipients:  (i) by
OppenheimerFunds,  Inc.  ("OFI")  from  its  own  resources  (which  may  include
profits  derived  from the advisory  fee it receives  from the Fund),  or (ii) by
the Distributor (a subsidiary of OFI), from its own resources,  from  Asset-Based
Sales  Charge  payments or from the proceeds of its  borrowings,  in either case,
in the discretion of OFI or the Distributor, respectively.

      (f)   Recipients  are  intended  to  have  certain  rights  as  third-party
beneficiaries  under this Plan,  subject to the  limitations  set forth below. It
may  be  presumed  that a  Recipient  has  provided  distribution  assistance  or
administrative  support services  qualifying for payment under the Plan if it has
Qualified  Holdings of Shares  that  entitle it to  payments  under the Plan.  If
either the  Distributor or the Board believe that,  notwithstanding  the level of
Qualified  Holdings,  a Recipient may not be rendering  appropriate  distribution
assistance  in  connection  with the sale of  Shares  or  administrative  support
services for Accounts,  then the Distributor,  at the request of the Board, shall
require  the  Recipient  to  provide a written  report  or other  information  to
verify that said  Recipient  is  providing  appropriate  distribution  assistance
and/or  services  in this  regard.  If the  Distributor  or the Board of Trustees
still  is not  satisfied  after  the  receipt  of such  report,  either  may take
appropriate  steps to terminate the  Recipient's  status as a Recipient under the
Plan,  whereupon such Recipient's rights as a third-party  beneficiary  hereunder
shall  terminate.  Additionally,  in their  discretion  a majority  of the Fund's
Independent  Trustees  at any time may remove any broker,  dealer,  bank or other
person or entity as a Recipient,  whereupon  such person's or entity's  rights as
a  third-party  beneficiary  hereof shall  terminate.  Notwithstanding  any other
provision  of this Plan,  this Plan does not obligate or in any way make the Fund
liable  to make any  payment  whatsoever  to any  person  or  entity  other  than
directly  to the  Distributor.  The  Distributor  has no  obligation  to pay  any
Service  Fees  or   Distribution   Assistance   Fees  to  any  Recipient  if  the
Distributor has not received  payment of Service Fees or Distribution  Assistance
Fees from the Fund.

4.    Selection  and  Nomination of Trustees.  While this Plan is in effect,  the
selection  and  nomination  of  persons  to be  Trustees  of the Fund who are not
"interested  persons" of the Fund  ("Disinterested  Trustees") shall be committed
to the discretion of the incumbent Disinterested  Trustees.  Nothing herein shall
prevent the incumbent  Disinterested  Trustees from  soliciting  the views or the
involvement  of  others  in such  selection  or  nomination  as long as the final
decision on any such  selection  and  nomination is approved by a majority of the
incumbent Disinterested Trustees.

5.    Reports.  While this Plan is in  effect,  the  Treasurer  of the Fund shall
provide  written  reports  to the  Fund's  Board for its  review,  detailing  the
amount  of all  payments  made  under  this  Plan and the  purpose  for which the
payments  were made.  The reports  shall be provided  quarterly,  and shall state
whether all provisions of Section 3 of this Plan have been complied with.

6.    Related  Agreements.  Any  agreement  related  to  this  Plan  shall  be in
writing and shall  provide  that:  (i) such  agreement  may be  terminated at any
time,  without  payment  of  any  penalty,  by  a  vote  of  a  majority  of  the
Independent  Trustees or by a vote of the holders of a "majority"  (as defined in
the  1940  Act) of the  Fund's  outstanding  voting  Class N  shares;  (ii)  such
termination  shall be on not more than sixty  days'  written  notice to any other
party to the agreement;  (iii) such agreement  shall  automatically  terminate in
the event of its  "assignment"  (as defined in the 1940 Act); (iv) such agreement
shall go into  effect when  approved  by a vote of the Board and its  Independent
Trustees  cast in person at a meeting  called  for the  purpose of voting on such
agreement;  and (v) such agreement shall,  unless  terminated as herein provided,
continue  in  effect  from  year to year  only  so  long as such  continuance  is
specifically  approved  at  least  annually  by a  vote  of  the  Board  and  its
Independent  Trustees  cast in person  at a meeting  called  for the  purpose  of
voting on such continuance.

7.    Effectiveness,  Continuation,  Termination and Amendment.  This Amended and
Restated  Plan has  been  approved  by a vote of the  Board  and its  Independent
Directors  and  replaces  the Fund's  prior  Distribution  and  Service  Plan and
Agreement for Class N shares.  Unless  terminated  as  hereinafter  provided,  it
shall  continue in effect until renewed by the Board in accordance  with the Rule
and  thereafter  from year to year or as the Board may  otherwise  determine  but
only so long as such  continuance is  specifically  approved at least annually by
a vote of the  Board  and its  Independent  Trustees  cast in person at a meeting
called for the purpose of voting on such continuance.

      This  Plan  may  not be  amended  to  increase  materially  the  amount  of
payments  to  be  made  under  this  Plan,   without  approval  of  the  Class  N
Shareholders  at a meeting  called for that purpose and all  material  amendments
must be approved by a vote of the Board and of the Independent Trustees.

      This  Plan may be  terminated  at any time by a vote of a  majority  of the
Independent  Trustees or by the vote of the holders of a  "majority"  (as defined
in the 1940 Act) of the Fund's  outstanding  Class N voting shares.  In the event
of such  termination,  the Board and its  Independent  Trustees  shall  determine
whether the  Distributor  shall be entitled to payment  from the Fund of all or a
portion of the  Service  Fee and/or the  Asset-Based  Sales  Charge in respect of
Shares sold prior to the effective date of such termination.

                       Oppenheimer  Disciplined  Allocation  Fund,
                                a series of
                                Oppenheimer Series Fund, Inc.,




                              By:       /s/ Phillip S. Gillespie
                                    ______________________________
                                     Phillip S. Gillespie, Assistant Secretary


                              OppenheimerFunds Distributor, Inc.



                              By:       /s/ James H. Ruff
                                     _____________________________
                                    James H. Ruff, President