statement

497 1 sai.htm MONEY MARKET FUND SAI statement

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Oppenheimer Money Market Fund, Inc.
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6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048

Statement of Additional Information dated November 22, 2000,
Revised August 13, 2001

This Statement of Additional Information is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus dated November 22, 2000. It should be
read together with the Prospectus, which may be obtained by writing to the Fund's Transfer Agent, OppenheimerFunds
Services, at P.O. Box 5270, Denver, Colorado 80217, by calling the Transfer Agent at the toll-free number shown
above, or by downloading it from the OppenheimerFunds Internet web site at www.oppenheimerfunds.com.

Contents
Page
About the Fund
Additional Information about the Fund's Investment Policies and Risks.............................................2
The Fund's Investment Policies...............................................................................2
Other Investment Strategies..................................................................................6
Investment Restrictions......................................................................................8
How the Fund is Managed..........................................................................................10
Organization and History....................................................................................10
Directors and Officers of the Fund..........................................................................11
The Manager.................................................................................................16
Performance of the Fund..........................................................................................19

About Your Account
How To Buy Shares................................................................................................21
How To Sell Shares...............................................................................................24
How To Exchange Shares...........................................................................................28
Dividends and Taxes..............................................................................................30
Additional Information About the Fund............................................................................31

Financial Information About the Fund
Independent Auditors' Report.....................................................................................32
Financial Statements.............................................................................................33

Appendix A: Securities Ratings..................................................................................A-1
Appendix B: Industry Classifications............................................................................B-1

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A B O U T T H E F U N D
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Additional Information About the Fund's Investment Policies and Risks

The investment objective and the principal investment policies of the Fund are described in the Prospectus. This
Statement of Additional Information contains supplemental information about those policies and the types of
securities that the Fund's investment Manager, OppenheimerFunds, Inc. will select for the Fund. Additional
explanations are also provided about the strategies the Fund may use to try to achieve its objective.

The Fund's Investment Policies. The Fund's objective is to seek the maximum current income that is consistent with
stability of principal. The Fund will not make investments with the objective of seeking capital growth. However,
the value of the securities held by the Fund may be affected by changes in general interest rates. Because the
current value of debt securities varies inversely with changes in prevailing interest rates, if interest rates
increase after a security is purchased, that security would normally decline in value. Conversely, if interest
rates decrease after a security is purchased, its value would rise. However, those fluctuations in value will not
generally result in realized gains or losses to the Fund since the Fund does not usually intend to dispose of
securities prior to their maturity. A debt security held to maturity is redeemable by its issuer at full principal
value plus accrued interest.

The Fund may sell securities prior to their maturity, to attempt to take advantage of short-term market
variations, or because of a revised credit evaluation of the issuer or other considerations. The Fund may also do
so to generate cash to satisfy redemptions of Fund shares. In such cases, the Fund may realize a capital gain or
loss on the security.

Ratings of Securities -- Portfolio Quality, Maturity and Diversification. Under Rule 2a-7 of the
Investment Company Act, the Fund uses the amortized cost method to value its portfolio securities to determine the
Fund's net asset value per share. Rule 2a-7 places restrictions on a money market fund's investments. Under that
Rule, the Fund may purchase only those securities that the Manager, under Board-approved procedures, has determined
have minimal credit risks and are "Eligible Securities." The rating restrictions described in the Prospectus and
this Statement of Additional Information do not apply to banks in which the Fund's cash is kept.

An "Eligible Security" is one that has been rated in one of the two highest short-term rating categories by
any two "nationally-recognized statistical rating organizations." That term is defined in Rule 2a-7 and they are
referred to as "Rating Organizations" in this Statement of Additional Information. If only one Rating Organization
has rated that security, it must have been rated in one of the two highest rating categories by that Rating
Organization. An unrated security that is judged by the Manager to be of comparable quality to Eligible Securities
rated by Rating Organizations may also be an "Eligible Security."

Rule 2a-7 permits the Fund to purchase any number of "First Tier Securities." These are Eligible
Securities that have been rated in the highest rating category for short-term debt obligations by at least two
Rating Organizations. If only one Rating Organization has rated a particular security, it must have been rated in
the highest rating category by that Rating Organization. Comparable unrated securities may also be First Tier
Securities.

Under Rule 2a-7, the Fund may invest only up to 5% of its total assets in "Second Tier Securities." Those
are Eligible Securities that are not "First Tier Securities." In addition, the Fund may not invest more than:
o 5% of its total assets in the securities of any one issuer (other than the U.S. Government, its
agencies or instrumentalities) or
o 1% of its total assets or $1 million (whichever is greater) in Second Tier Securities of any one
issuer.

Under Rule 2a-7, the Fund must maintain a dollar-weighted average portfolio maturity of not more than 90
days, and the maturity of any single portfolio investment may not exceed 397 days. The Board regularly reviews
reports from the Manager to show the Manager's compliance with the Fund's procedures and with the Rule.

If a security's rating is downgraded, the Manager and/or the Board may have to reassess the security's
credit risk. If a security has ceased to be a First Tier Security, the Manager will promptly reassess whether the
security continues to present minimal credit risk. If the Manager becomes aware that any Rating Organization has
downgraded its rating of a Second Tier Security or rated an unrated security below its second highest rating
category, the Fund's Board of Directors shall promptly reassess whether the security presents minimal credit risk
and whether it is in the best interests of the Fund to dispose of it.

If the Fund disposes of the security within five days of the Manager learning of the downgrade, the Manager
will provide the Board with subsequent notice of such downgrade. If a security is in default, or ceases to be an
Eligible Security, or is determined no longer to present minimal credit risks, the Board must determine whether it
would be in the best interests of the Fund to dispose of the security. In making that determination, the Board may
take into consideration default insurance coverage that the Fund shares with other money market funds managed by
the Manager and an affiliate. If such coverage is available for a portion of the loss caused by the default and
the security can only be sold at a depressed price, the Board may determine it is in the Fund's best interests not
to sell that defaulted security. In that case, retention of the security would not violate Rule 2a-7. Due to
coverage limits, exclusions and deductibles, there can be no assurance of the adequacy or availability of insurance
coverage in the event a security is in default.

The Rating Organizations currently designated as nationally-recognized statistical rating organizations by
the Securities and Exchange Commission are Standard & Poor's Corporation, Moody's Investors Service, Inc., Fitch,
Inc., and Thomson BankWatch, Inc. Appendix A to this Statement of Additional Information contains descriptions of
the rating categories of those Rating Organizations. Ratings at the time of purchase will determine whether
securities may be acquired under the restrictions described above.

U.S. Government Securities. U.S. Government Securities are obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities. They include Treasury Bills (which mature within one year of the
date they are issued) and Treasury Notes and Bonds (which are issued with longer maturities). All Treasury
securities are backed by the full faith and credit of the United States.

U.S. Government agencies and instrumentalities that issue or guarantee securities include, but are not
limited to, the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage Association, General Services Administration,
Bank for Cooperatives, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal Intermediate Credit
Banks, Federal Land Banks, Maritime Administration, the Tennessee Valley Authority and the District of Columbia
Armory Board.

Securities issued or guaranteed by U.S. Government agencies and instrumentalities are not always backed by
the full faith and credit of the United States. Some, such as securities issued by the Federal National Mortgage
Association ("Fannie Mae"), are backed by the right of the agency or instrumentality to borrow from the Treasury.
Others, such as securities issued by the Federal Home Loan Mortgage Corporation ("Freddie Mac"), are supported only
by the credit of the instrumentality and not by the Treasury. If the securities are not backed by the full faith
and credit of the United States, the purchaser must look principally to the agency issuing the obligation for
repayment and may not be able to assert a claim against the United States if the issuing agency or instrumentality
does not meet its commitment.

Among the U.S. Government Securities that may be purchased by the Fund are "mortgage-backed securities" of
Fannie Mae, Government National Mortgage Association ("Ginnie Mae") and Freddie Mac. Timely payment of principal
and interest on Ginnie Mae pass-throughs is guaranteed by the full faith and credit of the United States. These
mortgage-backed securities include "pass-through" securities and "participation certificates." Both types of
securities are similar, in that they represent pools of mortgages that are assembled by a vendor who sells
interests in the pool. Payments of principal and interest by individual mortgagors are "passed through" to the
holders of the interests in the pool. Another type of mortgage-backed security is the "collateralized mortgage
obligation." It is similar to a conventional bond and is secured by groups of individual mortgages.

Time Deposits and Other Bank Obligations. The types of "banks" whose securities the Fund may buy include
commercial banks, savings banks, and savings and loan associations, which may or may not be members of the Federal
Deposit Insurance Corporation. The Fund may also buy securities of "foreign banks" that are:
o foreign branches of U.S. banks ( which may be issuers of "Eurodollar" money market instruments),
o U.S. branches and agencies of foreign banks (which may be issuers of "Yankee dollar" instruments), or
o foreign branches of foreign banks.

The Fund may invest in fixed time deposits. These are non-negotiable deposits in a bank for a specified
period of time at a stated interest rate. They may or may not be subject to withdrawal penalties. However, the
Fund's investments in time deposits that are subject to penalties (other than time deposits maturing in less than 7
days) are subject to the 10% investment limitation for investing in illiquid securities, set forth in "Illiquid and
Restricted Securities" in the Prospectus.

The Fund will buy bank obligations only from a domestic bank with total assets of at least $2.0 billion or
from a foreign bank with total assets of at least $30.0 billion. Those asset requirements apply only at the time
the obligations are acquired.

Insured Bank Obligations. The Federal Deposit Insurance Corporation insures the deposits of banks and
savings and loan associations up to $100,000 per investor. Within the limits set forth in the Prospectus, the Fund
may purchase bank obligations that are fully insured as to principal by the FDIC. To remain fully insured as to
principal, these investments must currently be limited to $100,000 per bank. If the principal amount and accrued
interest together exceed $100,000, then the accrued interest in excess of that $100,000 will not be insured.

Bank Loan Participation Agreements. The Fund may invest in bank loan participation agreements, subject to
the investment limitation set forth in the Prospectus as to investments in illiquid securities. If the Fund
invests in bank loan participation agreements, they are not expected to exceed 5% of the Fund's total assets.
Participation agreements provide an undivided interest in a loan made by the bank issuing the participation
interest in the proportion that the buyer's investment bears to the total principal amount of the loan. Under this
type of arrangement, the issuing bank may have no obligation to the buyer other than to pay principal and interest
on the loan if and when received by the bank. Thus, the Fund must look to the creditworthiness of the borrower,
which is obligated to make payments of principal and interest on the loan. If the borrower fails to pay scheduled
principal or interest payments, the Fund may experience a reduction in income.

Asset-Backed Securities. These securities, issued by trusts and special purpose corporations, are backed
by pools of assets, primarily automobile and credit-card receivables and home equity loans. They pass through the
payments on the underlying obligations to the security holders (less servicing fees paid to the originator or fees
for any credit enhancement). The value of an asset-backed security is affected by changes in the market's
perception of the asset backing the security, the creditworthiness of the servicing agent for the loan pool, the
originator of the loans, or the financial institution providing any credit enhancement.

Payments of principal and interest passed through to holders of asset-backed securities are typically
supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guarantee by another
entity or having a priority to certain of the borrower's other securities. The degree of credit enhancement varies,
and generally applies to only a fraction of the asset-backed security's par value until exhausted. If the credit
enhancement of an asset-backed security held by the Fund has been exhausted, and if any required payments of
principal and interest are not made with respect to the underlying loans, the Fund may experience losses or delays
in receiving payment.

The risks of investing in asset-backed securities are ultimately dependent upon payment of consumer loans
by the individual borrowers. As a purchaser of an asset-backed security, the Fund would generally have no recourse
to the entity that originated the loans in the event of default by a borrower. The underlying loans are subject to
prepayments, which shorten the weighted average life of asset-backed securities and may lower their return, in the
same manner as for prepayments of a pool of mortgage loans underlying mortgage-backed securities. However,
asset-backed securities do not have the benefit of the same security interest in the underlying collateral as do
mortgage-backed securities.

Repurchase Agreements. In a repurchase transaction, the Fund acquires a security from, and simultaneously
resells it to, an approved vendor for delivery on an agreed-upon future date. The resale price exceeds the
purchase price by an amount that reflects an agreed-upon interest rate effective for the period during which the
repurchase agreement is in effect. An "approved vendor" may be a U.S. commercial bank, the U.S. branch of a
foreign bank, or a broker-dealer which has been designated a primary dealer in government securities. These
entities must meet the credit requirements set forth by the Fund's Board of Directors from time to time.

The majority of these transactions run from day to day, and delivery pursuant to the resale typically will
occur within one to five days of the purchase. The Fund will not enter into a repurchase agreement that will cause
more than 10% of its net assets to be subject to repurchase agreements maturing in more than seven days.

Repurchase agreements are considered "loans" under the Investment Company Act, collateralized by the
underlying security. The Fund's repurchase agreements require that at all times while the repurchase agreement is
in effect, the collateral's value must equal or exceed the repurchase price to fully collateralize the repayment
obligation. The Manager will monitor the vendor's creditworthiness to confirm that the vendor is financially sound
and will continuously monitor the collateral's value. However, if the vendor fails to pay the resale price on the
delivery date, the Fund may incur costs in disposing of the collateral and may experience losses if there is any
delay in its ability to do so.

Other Investment Strategies

Floating Rate/Variable Rate Obligations. The Fund may invest in instruments with floating or variable
interest rates. The interest rate on a floating rate obligation is based on a stated prevailing market rate, such
as a bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return on commercial paper or bank
certificates of deposit, or some other standard. The rate on the investment is adjusted automatically each time
the market rate is adjusted. The interest rate on a variable rate obligation is also based on a stated prevailing
market rate but is adjusted automatically at a specified interval of not less than one year. Some variable rate or
floating rate obligations in which the Fund may invest have a demand feature entitling the holder to demand payment
of an amount approximately equal to the amortized cost of the instrument or the principal amount of the instrument
plus accrued interest at any time, or at specified intervals not exceeding one year. These notes may or may not be
backed by bank letters of credit.

Variable rate demand notes may include master demand notes, which are obligations that permit the Fund to
invest fluctuating amounts in a note. The amount may change daily without penalty, pursuant to direct arrangements
between the Fund, as the note purchaser, and the issuer of the note. The interest rates on these notes fluctuate
from time to time. The issuer of this type of obligation normally has a corresponding right in its discretion,
after a given period, to prepay the outstanding principal amount of the obligation plus accrued interest. The
issuer must give a specified number of days' notice to the holders of those obligations. Generally, the changes in
the interest rate on those securities reduce the fluctuation in their market value. As interest rates decrease or
increase, the potential for capital appreciation or depreciation is less than that for fixed-rate obligations
having the same maturity.

Because these types of obligations are direct lending arrangements between the note purchaser and issuer of
the note, these instruments generally will not be traded. Generally, there is no established secondary market for
these types of obligations, although they are redeemable from the issuer at face value. Accordingly, where these
obligations are not secured by letters of credit or other credit support arrangements, the Fund's right to redeem
them is dependent on the ability of the note issuer to pay principal and interest on demand. These types of
obligations usually are not rated by credit rating agencies. The Fund may invest in obligations that are not rated
only if the Manager determines at the time of investment that the obligations are of comparable quality to the
other obligations in which the Fund may invest. The Manager, on behalf of the Fund, will monitor the
creditworthiness of the issuers of the floating and variable rate obligations in the Fund's portfolio on an ongoing
basis.

Loans of Portfolio Securities. To attempt to increase its income, the Fund may lend its portfolio
securities to brokers, dealers and other financial institutions. These loans are limited to not more than 10% of
the value of the Fund's total assets and are subject to other conditions described below. There are some risks in
lending securities. The Fund could experience a delay in receiving additional collateral to secure a loan, or a
delay in recovering the loaned securities. The Fund presently does not intend to lend its securities, but if it
does, the value of securities loaned is not expected to exceed 5% of the Fund's total assets.

The Fund may receive collateral for a loan. Under current applicable regulatory requirements (which are
subject to change), on each business day the loan collateral must be at least equal to the market value of the
loaned securities. The collateral must consist of cash, bank letters of credit, U.S. Government securities or
other cash equivalents in which the Fund is permitted to invest. To be acceptable as collateral, letters of credit
must obligate a bank to pay amounts demanded by the Fund if the demand meets the terms of the letter. Such terms
and the issuing bank must be satisfactory to the Fund.

When it lends securities, the Fund receives from the borrower an amount equal to the interest paid or the
dividends declared on the loaned securities during the term of the loan. It may also receive negotiated loan fees
and the interest on the collateral securities, less any finders', custodian, administrative or other fees the Fund
pays in connection with the loan. The Fund may share the interest it receives on the collateral securities with
the borrower as long as it realizes at least a minimum amount of interest required by the lending guidelines
established by its Board of Directors.
The Fund will not lend its portfolio securities to any officer, Director, employee or affiliate of the Fund
or its Manager. The terms of the Fund's loans must meet certain tests under the Internal Revenue Code and permit
the Fund to reacquire loaned securities on five business days notice or in time to vote on any important matter.

Illiquid and Restricted Securities. Under the policies and procedures established by the Fund's Board of
Directors, the Manager determines the liquidity of certain of the Fund's investments. Investments may be illiquid
because of the absence of an active trading market, making it difficult
to value them or dispose of them promptly at an acceptable price. A restricted security is one that has a
contractual restriction on its resale or which cannot be sold publicly until it is registered under the Securities
Act of 1933.

Illiquid securities the Fund can buy include issues that may be redeemed only by the issuer upon more than
seven days notice or at maturity, repurchase agreements maturing in more than seven days, fixed time deposits
subject to withdrawal penalties which mature in more than seven days, and other securities that cannot be sold
freely due to legal or contractual restrictions on resale. Contractual restrictions on the resale of illiquid
securities might prevent or delay their sale by the Fund at a time when such sale would be desirable.

There are restricted securities that are not illiquid that the Fund can buy. They include certain master
demand notes redeemable on demand, and short-term corporate debt instruments that are not related to current
transactions of the issuer and therefore are not exempt from registration as commercial paper. Illiquid securities
include repurchase agreements maturing in more than 7 days, or certain participation interests other than those
with puts exercisable within 7 days.

Investment Restrictions

What Are "Fundamental Policies?" Fundamental policies are those policies that the Fund has adopted to
govern its investments that can be changed only by the vote of a "majority" of the Fund's outstanding voting
securities. Under the Investment Company Act, a "majority" vote is defined as the vote of the holders of the
lesser of:
o 67% or more of the shares present or represented by proxy at a shareholder meeting, if the holders of
more than 50% of the outstanding shares are present or represented by proxy, or
o more than 50% of the outstanding shares.

The Fund's investment objective is a fundamental policy. Other policies described in the Prospectus or this
Statement of Additional Information are "fundamental" only if they are identified as such. The Fund's Board of
Directors can change non-fundamental policies without shareholder approval. However, significant changes to
investment policies will be described in supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's most significant investment policies are described in the Prospectus.

Does the Fund Have Additional Fundamental Policies? The following investment restrictions are fundamental
policies of the Fund:

o The Fund cannot invest more than 5% of its total assets in securities of any issuer (except the U.S.
Government or its agencies or instrumentalities).

o The Fund cannot concentrate investments in any particular industry; therefore the Fund will not
purchase the securities of companies in any one industry if more than 25% of the value of the Fund's total assets
would consist of securities of companies in that industry. Except for obligations of foreign branches of domestic
banks, or obligations issued or guaranteed by foreign banks, the Fund's investments in U.S. government securities
and bank obligations described in the prospectus are not included in this limitation.

o The Fund cannot make loans, except through the purchase of the types of debt securities described in the
Prospectus or through repurchase agreements; the Fund may also lend securities as described under "Loans of
Portfolio Securities" in this Statement of Additional Information.

o The Fund cannot borrow money in excess of 5% of the value of its total assets. The Fund may borrow only
as a temporary measure for extraordinary or emergency purposes and no assets of the Fund may be pledged, mortgaged
or assigned to secure a debt.

o The Fund cannot invest more than 5% of the value of its total assets in securities of companies that have
operated less than three years, including the operations of predecessors.

o The Fund cannot invest in commodities or commodity contracts or invest in interests in oil, gas, or other
mineral exploration or mineral development programs.

o The Fund cannot invest in real estate. However, the Fund may purchase commercial paper issued by
companies which invest in real estate or interests in real estate.

o The Fund cannot purchase securities on margin or make short sales of securities.

o The Fund cannot invest in or hold securities of any issuer if those officers and directors of the Fund
or its advisor who beneficially own individually more than 1/2 of 1% of the securities of such issuer together own
more than 5% of the securities of such issuer;

o The Fund cannot underwrite securities of other companies.

o The Fund cannot invest in securities of other investment companies.

The Fund cannot issue "senior securities," but this does not prohibit certain investment activities for
which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are
established, to cover the related obligations. Examples of those activities include borrowing money, reverse
repurchase agreements, delayed-delivery and when-issued arrangements for portfolio securities transactions, and
contracts to buy or sell derivatives, hedging instruments, options or futures.

Unless the Prospectus or this Statement of Additional Information states that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund makes an investment. The Fund need not sell
securities to meet the percentage limits if the value of the investment increases in proportion to the size of the
Fund.

For purposes of the Fund's policy not to concentrate its investments in securities of issuers, the Fund has
adopted the industry classifications set forth in Appendix B to this Statement of Additional Information. This is
not a fundamental policy.

How the Fund Is Managed

Organization and History. The Fund is a corporation organized in Maryland in 1973. The Fund is a diversified,
open-end management investment company. The Fund is governed by a Board of Directors, which is responsible for
protecting the interests of shareholders under Maryland law. The Directors meet periodically throughout the year
to oversee the Fund's activities, review its performance, and review the actions of the Manager.

The Fund has a single class of shares of stock. While that class has no designation, it is deemed to be
the equivalent of Class A for the purposes of the shareholder account policies that apply to Class A shares of the
Oppenheimer Funds. Shares of the Fund are freely transferable. Each share has one vote at shareholder meetings,
with fractional shares voting proportionally on matters submitted to a vote of shareholders. There are no
preemptive or conversion rights and shares participate equally in the assets of the Fund upon liquidation.

o Meetings of Shareholders. As a Maryland corporation, the Fund is not required to hold, and does not
plan to hold, regular annual meetings of shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder meeting is called by the Directors or upon
proper request of the shareholders.

The Directors will call a meeting of shareholders to vote on the removal of a Director upon the written
request of the record holders of 10% of its outstanding shares. If the Directors receive a request from at least
10 shareholders stating that they wish to communicate with other shareholders to request a meeting to remove a
Director, the Directors will then either make the Fund's shareholder list available to the applicants or mail their
communication to all other shareholders at the applicants' expense. The shareholders making the request must have
been shareholders for at least six months and must hold shares of the Fund valued at $25,000 or more or
constituting at least 1% of the Fund's outstanding shares, whichever is less, The Directors may take such other
action as is permitted under the Investment Company Act.

Directors and Officers of the Fund. The Fund's  Directors and officers and their  principal  occupations and business
affiliations  during  the  past  five  years  are  listed  below.  None of the  Fund's  Directors  are  deemed  to be
"interested  persons" of the Fund under the Investment Company Act. All of the Directors are trustees or directors of
the following NewYork-based Oppenheimer funds:

         Oppenheimer California Municipal Fund                Oppenheimer International Small Company Fund
         Oppenheimer Capital Appreciation Fund                Oppenheimer Large Cap Growth Fund
         Oppenheimer Capital Preservation Fund                Oppenheimer Money Market Fund, Inc.
         Oppenheimer Developing Markets Fund                  Oppenheimer Multiple Strategies Fund
         Oppenheimer Discovery Fund                           Oppenheimer Multi-Sector Income Trust
         Oppenheimer Emerging Growth Fund                     Oppenheimer Multi-State Municipal Trust
         Oppenheimer Emerging Technologies Fund               Oppenheimer Municipal Bond Fund
         Oppenheimer Enterprise Fund                          Oppenheimer New York Municipal Fund
         Oppenheimer Europe Fund                              Oppenheimer Series Fund, Inc.
         Oppenheimer Global Fund                              Oppenheimer U.S. Government Trust
         Oppenheimer Global Growth & Income Fund              Oppenheimer Trinity Core Fund
         Oppenheimer Gold & Special Minerals Fund             Oppenheimer Trinity Growth Fund
         Oppenheimer Growth Fund                              Oppenheimer Trinity Value Fund
         Oppenheimer International Growth Fund                Oppenheimer World Bond Fund

         Ms.  Macaskill  and  Messrs.  Bishop,  Wixted,  Donohue,  Farrar  and Zack,  who are  officers  of the Fund,
respectively  hold the same offices with the other New York-based  Oppenheimer  funds as with the Fund. As of October
31,  2000,  the  Directors  and officers of the Fund as a group owned less than 1% of the  outstanding  shares of the
Fund.  The foregoing  statement does not reflect  ownership of shares held of record by an employee  benefit plan for
employees  of the  Manager,  other than the shares  beneficially  owned  under that plan by the  officers of the Fund
listed below.  Mr. Donohue is a trustee of that plan.

Leon Levy, Chairman of the Board of Directors, Age: 75.
280 Park Avenue, New York, NY 10017
General Partner of Odyssey  Partners,  L.P.  (investment  partnership)  (since 1982) and Chairman of Avatar Holdings,
Inc. (real estate development).

Robert G. Galli, Director, Age: 67.
19750 Beach Road, Jupiter, FL 33469
A Trustee or Director of other  Oppenheimer  funds.  Formerly he held the following  positions:  Vice Chairman of the
Manager,  OppenheimerFunds,  Inc.  (October 1995 - December 1997);  Executive Vice President of the Manager (December
1977 - October  1995);  Executive  Vice  President and a director  (April 1986 - October 1995) of  HarbourView  Asset
Management Corporation, an investment advisor subsidiary of the Manager.

Benjamin Lipstein, Director, Age: 77.
591 Breezy Hill Road, Hillsdale, N.Y. 12529
Professor Emeritus of Marketing, Stern Graduate School of Business Administration, New York University.


Elizabeth B. Moynihan, Director, Age: 71.
801 Pennsylvania Avenue, N.W., Washington, D.C. 20004
Author  and  architectural  historian;  a trustee  of the Freer  Gallery of Art  (Smithsonian  Institute),  Executive
Committee of Board of Trustees of the  National  Building  Museum;  a member of the  Trustees  Council,  Preservation
League of New York State.

Kenneth A. Randall, Director, Age: 73.
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion  Resources,  Inc.  (electric utility holding company),  Dominion Energy,  Inc. (electric power
and oil & gas  producer),  and Prime  Retail,  Inc.  (real estate  investment  trust);  formerly  President and Chief
Executive  Officer of The Conference  Board, Inc.  (international  economic and business  research) and a director of
Lumbermens  Mutual  Casualty  Company,  American  Motorists  Insurance  Company  and  American  Manufacturers  Mutual
Insurance Company.

Edward V. Regan, Director, Age: 70.
40 Park Avenue, New York, New York 10016
Chairman of  Municipal  Assistance  Corporation  for the City of New York;  Senior  Fellow of Jerome  Levy  Economics
Institute,  Bard College; a director of RBAsset (real estate manager);  a director of OffitBank;  Trustee,  Financial
Accounting  Foundation (FASB and GASB);  President,  Baruch College of the City University of New York;  formerly New
York State Comptroller and trustee, New York State and Local Retirement Fund.

Russell S. Reynolds, Jr., Director, Age: 68.
8 Sound Shore Drive, Greenwich, Connecticut 06830
Chairman of The  Directorship  Search Group,  Inc.  (corporate  governance  consulting and executive  recruiting);  a
director of Professional Staff Limited (a U.K. temporary  staffing  company);  a life trustee of International  House
(non-profit educational organization), and a trustee of the Greenwich Historical Society.

Donald W. Spiro, Vice Chairman of the Board of Directors, Age: 74.
399 Ski Trail, Smoke Rise, New Jersey 07405
Formerly he held the following  positions:  Chairman Emeritus (August 1991 - August 1999),  Chairman (November 1987 -
January 1991) and a director  (January 1969 - August 1999) of the Manager;  President and Director of the Distributor
(July 1978 - January 1992).

Clayton K. Yeutter, Director, Age: 69.
10475 E. Laurel Lane, Scottsdale, Arizona 85259
Of Counsel,  Hogan & Hartson (a law firm);  a director of Zurich  Financial  Services  (financial  services),  Zurich
Allied AG and Allied Zurich p.l.c. (insurance investment management);  Caterpillar,  Inc. (machinery),  ConAgra, Inc.
(food and agricultural  products),  Farmers Insurance Company  (insurance),  FMC Corp.  (chemicals and machinery) and
Texas Instruments,  Inc.  (electronics);  formerly (in descending  chronological order),  Counsellor to the President
(Bush) for Domestic  Policy,  Chairman of the  Republican  National  Committee,  Secretary of the U.S.  Department of
Agriculture, U.S. Trade Representative.

Bridget A. Macaskill*, President, Age: 53.
Two World Trade Center, New York, New York 10048-0203
Formerly Chairman (August 2000 - July 2001),  Chief Executive Officer  (September 1995 - July 2001),  President (June
1991 - August 2000) and a director  (December  1994 - July 2001) of the  Manager;  President  (September  1995 - July
2001) and a director  (October 1990 - July 2001) of  Oppenheimer  Acquisition  Corp.,  the Manager's  parent  holding
company;  President,  Chief  Executive  Officer and a director  (March 2000 - July 2001) of OFI Private  Investments,
Inc.,  an  investment  adviser  subsidiary  of the Manager;  Chairman and a director of  Shareholder  Services,  Inc.
(August 1994 - July 2001) and Shareholder  Financial  Services,  Inc.  (September  1995 - July 2001),  transfer agent
subsidiaries of the Manager;  President  (September  1995 - July 2001) and a director  (November 1989 - July 2001) of
Oppenheimer  Partnership  Holdings,  Inc., a holding  company  subsidiary  of the Manager;  President  and a director
(October 1997 - July 2001) of  OppenheimerFunds  International  Ltd., an offshore fund  management  subsidiary of the
Manager and of Oppenheimer  Millennium Funds plc; a director of HarbourView  Asset Management  Corporation (July 1991
- July 2001) and of Oppenheimer Real Asset Management,  Inc. (July 1996 - July 2001), investment adviser subsidiaries
of the Manager;  a director (April 2000 - July 2001) of  OppenheimerFunds  Legacy Program, a charitable trust program
established by the Manager. President and a trustee of other Oppenheimer funds.

Carol E. Wolf, Vice President and Portfolio Manager, Age: 48.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President  (since June 2000) of the Manager and of Centennial Asset  Management  Corporation;  an officer
of other Oppenheimer funds; formerly Vice President of the Manager (June 1990 - June 2000).

Andrew J. Donohue, Secretary, Age: 50.
Two World Trade Center, New York, New York 10048-0203
Executive Vice President  (since January 1993),  General Counsel (since October 1991) and a director (since September
1995) of the Manager;  Executive Vice President  (since  September  1993) and a director  (since January 1992) of the
Distributor;  Executive Vice President,  General Counsel and a director (since  September 1995) of HarbourView  Asset
Management   Corporation,   Shareholder  Services,   Inc.,  Shareholder  Financial  Services,  Inc.  and  Oppenheimer
Partnership  Holdings,  Inc., of OFI Private Investments,  Inc. (since March 2000), and of PIMCO Trust Company (since
May 2000);  President  and a director of  Centennial  Asset  Management  Corporation  (since  September  1995) and of
Oppenheimer Real Asset  Management,  Inc. (since July 1996);  Vice President and a director (since September 1997) of
OppenheimerFunds  International  Ltd.  and  Oppenheimer  Millennium  Funds  plc;  a director  (since  April  2000) of
OppenheimerFunds  Legacy Program, a charitable trust program  established by the Manager;  General Counsel (since May
1996) and Secretary (since April 1997) of Oppenheimer Acquisition Corp.; an officer of other Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer, Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Vice  President of the  Manager/Mutual  Fund  Accounting  (since May 1996);  an officer of other  Oppenheimer  funds;
formerly an Assistant  Vice  President of the  Manager/Mutual  Fund  Accounting  (April 1994 - May 1996),  and a Fund
Controller for the Manager.

Scott T. Farrar, Assistant Treasurer, Age: 35.
6803 South Tucson Way, Englewood, Colorado 80112
Vice  President  of the  Manager/Mutual  Fund  Accounting  (since  May  1996);  Assistant  Treasurer  of  Oppenheimer
Millennium  Funds plc (since  October  1997);  an officer of other  Oppenheimer  Funds;  formerly an  Assistant  Vice
President of the Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller for the Manager.

Barry D. Weiss, Vice President and Portfolio Manager, Age: 37.
6803 South Tucson Way, Englewood, Colorado 80112
Vice  President  of the Manager  (since July 2001);  an officer and  portfolio  manager of other  Oppenheimer  funds;
formerly  Assistant Vice  President and Senior Credit Analyst of the Manager  (February  2000-June  2001),  Associate
Director,  Structured Finance,  Fitch IBCA Inc. (April 1998 - February 2000); News Director,  Fitch Investors Service
(September 1996 - April 1998); and Senior Budget Analyst,  City of New York,  Office of Management & Budget (February
1990 - September 1996).

Brian W. Wixted, Treasurer, Principal Financial and Accounting Officer, Age: 40.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer  (since March 1999) of the Manager;  Treasurer  (since March 1999) of HarbourView
Asset  Management   Corporation,   Shareholder  Services,   Inc.,  Oppenheimer  Real  Asset  Management  Corporation,
Shareholder Financial Services,  Inc. and Oppenheimer  Partnership Holdings,  Inc., of OFI Private Investments,  Inc.
(since  March 2000) and of  OppenheimerFunds  International  Ltd.  and  Oppenheimer  Millennium  Funds plc (since May
2000);  Treasurer and Chief Financial  Officer (since May 2000) of PIMCO Trust Company;  Assistant  Treasurer  (since
March 1999) of Oppenheimer  Acquisition  Corp. and of Centennial  Asset Management  Corporation;  an officer of other
Oppenheimer  funds;  formerly  Principal and Chief  Operating  Officer,  Bankers Trust Company - Mutual Fund Services
Division  (March 1995 - March  1999);  Vice  President  and Chief  Financial  Officer of CS First  Boston  Investment
Management Corp. (September 1991 - March 1995).

Robert G. Zack, Assistant Secretary, Age: 52.
Two World Trade Center, New York, New York 10048-0203
Senior Vice  President  (since May 1985) and Associate  General  Counsel  (since May 1981) of the Manager,  Assistant
Secretary of Shareholder  Services,  Inc.  (since May 1985),  Shareholder  Financial  Services,  Inc. (since November
1989);  OppenheimerFunds  International Ltd. and Oppenheimer Millennium Funds plc (since October 1997); an officer of
other Oppenheimer funds.

Remuneration of Directors. The officers of the Fund who are affiliated with the Manager receive no salary
or fee from the Fund. The Directors of the Fund received the compensation shown below. The compensation from the
Fund was paid during its fiscal year ended July 31, 2000. The compensation from all of the New York-based
Oppenheimer funds includes the Fund and is compensation received as a director, trustee or member of a committee of
the Board during the calendar year 1999.

------------------------------ --------------------------- ------------------------- -----------------------
Total
Retirement Compensation
Benefits from all
Aggregate Accrued New York-Based
Director's Compensation as Fund Oppenheimer Funds2
Name and Position from Fund1 Expenses (29 Funds)
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Leon Levy $24,912 $ 11,486 $166,700
Chairman
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Robert G. Galli3 $8,174 0 $177,715
Study Committee Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Benjamin Lipstein $22,814 $11,209 $144,100
Study Committee
Chairman Audit Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Elizabeth B. Moynihan $11,742 $3,568 $101,500
Study Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Kenneth A. Randall $14,143 $6,726 $93,100
Audit Committee
Chairman
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Edward V. Regan $7,417 0 $92,100
Proxy Committee Chairman,
Audit Committee Member

------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------

Donald W. Spiro $3,150 0 $10,250
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Russell S. Reynolds, Jr. $7,773 $2,224 $68,900
Proxy Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
------------------------------ --------------------------- ------------------------- -----------------------
Clayton K. Yeutter4 $4,943 0 $51,675
Proxy Committee
Member
------------------------------ --------------------------- ------------------------- -----------------------
(1) Aggregate compensation includes fees, deferred compensation, if any, and retirement plan benefits accrued
for a Director.
(2) For the 1999 calendar year.
(3) Total compensation for the 1999 calendar year includes compensation received for serving as trustee
(director) of ten other Oppenheimer funds.
(4) Includes $989 deferred under Deferred Compensation Plan described below.

Deferred Compensation Plan for Directors. The Board of Directors has adopted a Deferred Compensation Plan
for disinterested directors that enables them to elect to defer receipt of all or a portion of the annual fees they
are entitled to receive from the Fund. Under the plan, the compensation deferred by a Director is periodically
adjusted as though an equivalent amount had been invested in shares of one or more Oppenheimer funds selected by
the Director. The amount paid to the Director under this plan will be determined based upon the performance of the
selected funds.

Deferral of Directors' fees under this plan will not materially affect the Fund's assets, liabilities or
net income per share. This plan will not obligate the Fund to retain the services of any Director or to pay any
particular level of compensation to any Director. Pursuant to an Order issued by the Securities and Exchange
Commission, the Fund may invest in the funds selected by the Director under this plan without shareholder approval
for the limited purpose of determining the value of the Directors' deferred fee accounts.

Retirement Plan for Directors. The Fund has adopted a retirement plan that provides for payment to retired
Directors. Payments are up to 80% of the average compensation paid during a Director's five years of service in
which the highest compensation was received. A Director must serve as trustee or director for any of the New
York-based Oppenheimer funds for at least 15 years to be eligible for the maximum payment. Each Director's
retirement benefits will depend on the amount of the Director's future compensation and length of service.
Therefore, the amount of those benefits cannot be determined at this time, nor can we estimate the number of years
of credited service that will be used to determine those benefits.

Major Shareholders. As of October 31, 2000, the only person who owned of record or was known by the Fund
to own beneficially 5% or more of the Fund's outstanding shares was the Manager (OppenheimerFunds, Inc.) which
owned 126,143,737.13 shares (which was 6.80% of the outstanding shares of the Fund on that date), for its own
account.

The Manager. The Manager is wholly-owned by Oppenheimer Acquisition Corp., a holding company controlled by
Massachusetts Mutual Life Insurance Company.

|X| Code of Ethics. The Fund, the Manager and the Distributor have a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees, including portfolio managers, that would compete
with or take advantage of the Fund's portfolio transactions. Covered persons include persons with knowledge of the
investments and investment intentions of the Fund and other funds advised by the Manager. The Code of Ethics does
permit personnel subject to the Code to invest in securities, including securities that may be purchased or held by
the Fund, subject to a number of restrictions and controls. Compliance with the Code of Ethics is carefully
monitored and enforced by the Manager.

The Code of Ethics is an exhibit to the Fund's registration statement filed with the Securities and
Exchange Commission and can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. You can
obtain information about the hours of operation of the Public Reference Room by calling the SEC at 1.202.942.8090.
The Code of Ethics can also be viewed as part of the Fund's registration statement on the SEC's EDGAR database at
the SEC's Internet web site at http://www.sec.gov. Copies may be obtained, after paying a duplicating fee, by
electronic request at the following E-mail address: publicinfo@sec.gov or by writing to the SEC's Public Reference
Section, Washington, D.C. 20549-0102.

The Investment Advisory Agreement. The Manager provides investment advisory and management services to the
Fund under an investment advisory agreement between the Manager and the Fund. The Manager selects securities for
the Fund's portfolio and handles its day-to-day business. The agreement requires the Manager, at its expense, to
provide the Fund with adequate office space, facilities and equipment. It also requires the Manager to provide and
supervise the activities of all administrative and clerical personnel required to provide effective administration
for the Fund. Those responsibilities include the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Fund.

Expenses not expressly assumed by the Manager under the investment advisory agreement are paid by the
Fund. The investment advisory agreement lists examples of expenses paid by the Fund. The major categories relate
to interest, taxes, fees to disinterested Directors, legal and audit expenses, custodian and transfer agent
expenses, share issuance costs, certain printing and registration costs and non-recurring expenses, including
litigation costs. The management fees paid by the Fund to the Manager are calculated at the rates described in the
Prospectus.

Under the investment advisory agreement, the Manager guarantees that the total expenses of the Fund in any
calendar year, exclusive of taxes, interest and brokerage fees, shall not exceed the lesser of (a) 1% of the
average annual net assets of the Fund, or (b) 25% of the total annual investment income of the Fund. The Manager
undertakes to pay or refund to the Fund any amount by which such expenses shall exceed those limits. The payment of
the management fee at the end of any month will be reduced so that at no time will there be any accrued but unpaid
liability under this expense limitation.

----------------------- -------------------------------------------------------------------------------------
Fiscal Year ending Management Fee Paid to OppenheimerFunds, Inc.
7/31
----------------------- -------------------------------------------------------------------------------------
----------------------- -------------------------------------------------------------------------------------
1998 $4,829,036
----------------------- -------------------------------------------------------------------------------------
----------------------- -------------------------------------------------------------------------------------
1999 $5,854,320
----------------------- -------------------------------------------------------------------------------------
----------------------- -------------------------------------------------------------------------------------
2000 $7,172,648
----------------------- -------------------------------------------------------------------------------------

The investment advisory agreement states that in the absence of willful misfeasance the Manager is not
liable for any loss sustained by reason of the adoption of any investment policy or the purchase, sale or retention
of any security on its recommendation, whether or not such recommendation shall have been based on its own
investigation and research or upon investigation and research by any other individual, firm or corporation. That
recommendation must have been made, and such other individual, firm or corporation must have been selected, with
due care and in good faith. However, the Manager is not excused from liability for its willful misfeasance, bad
faith or gross negligence in the performance of its duties, or its reckless disregard of its obligations and
duties, under the investment advisory agreement.

The investment advisory agreement permits the Manager to act as investment advisor for any other person,
firm or corporation and to use the name "Oppenheimer" in connection with other investment companies for which it
may act as investment advisor or general distributor. If the Manager shall no longer act as investment advisor to
the Fund, the right of the Fund to use the name "Oppenheimer" as part of its name may be withdrawn.

The Distributor. Under its General Distributor's Agreement with the Fund, OppenheimerFunds Distributor,
Inc., a subsidiary of the Manager, acts as the Fund's principal underwriter and Distributor in the continuous
public offering of the Fund's shares. The Distributor is not obligated to sell a specific number of shares. The
Distributor bears the expenses normally attributable to sales, including advertising and the cost of printing and
mailing prospectuses, other than those furnished to existing shareholders.

Portfolio Transactions. Portfolio decisions are based upon recommendations and judgment of the Manager subject to
the overall authority of the Board of Directors. Most purchases made by the Fund are principal transactions at net
prices, so the Fund incurs little or no brokerage costs. The Fund deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of a broker on its behalf unless the Manager
determines that a better price or execution may be obtained by using the services of a broker. Purchases of
portfolio securities from underwriters include a commission or concession paid by the issuer to the underwriter,
and purchases from dealers include a spread between the bid and asked prices.

The Fund seeks to obtain prompt execution of orders at the most favorable net price. If dealers are used
for portfolio transactions, transactions may be directed to dealers for their execution and research services. The
research services provided by a particular broker may be useful only to one or more of the advisory accounts of the
Manager and its affiliates. Investment research received for the commissions of those other accounts may be useful
both to the Fund and one or more of such other accounts. Investment research services may be supplied to the
Manager by a third party at the instance of a broker through which trades are placed. It may include information
and analyses on particular companies and industries as well as market or economic trends and portfolio strategy,
receipt of market quotations for portfolio evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-research capacity (such as bookkeeping or
other administrative functions), then only the percentage or component that provides assistance to the Manager in
the investment decision-making process may be paid in commission dollars.

The research services provided by brokers broaden the scope and supplement the research activities of the
Manager. That research provides additional views and comparisons for consideration, and helps the Manager obtain
market information for the valuation of securities held in the Fund's portfolio or being considered for purchase.

Subject to applicable rules covering the Manager's activities in this area, sales of shares of the Fund
and/or the other investment companies managed by the Manager or distributed by the Distributor may also be
considered as a factor in the direction of transactions to dealers. That must be done in conformity with the price,
execution and other considerations and practices discussed above. Those other investment companies may also give
similar consideration relating to the sale of the Fund's shares. No portfolio transactions will be handled by any
securities dealer affiliated with the Manager.

The Fund's policy of investing in short-term debt securities with maturity of less than one year results in
high portfolio turnover and may increase the Fund's transaction costs. However, since brokerage commissions, if
any, are small, high turnover does not have an appreciable adverse effect upon the income of the Fund.

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to illustrate its performance. These
terms include "yield," "compounded effective yield" and "average annual total return." An explanation of how
yields and total returns are calculated is set forth below. The charts below show the Fund's performance as of the
Fund's most recent fiscal year end. You can obtain current performance information by calling the Fund's Transfer
Agent at 1.800.525.7048 or by visiting the OppenheimerFunds Internet web site at http://www.oppenheimerfunds.com.

The Fund's illustrations of its performance data in advertisements must comply with rules of the Securities
and Exchange Commission. Those rules describe the types of performance data that may be used and how it is to be
calculated. If the fund shows total returns in addition to its yields, the returns must be for the 1-, 5- and
10-year periods ending as of the most recent calendar quarter prior to the publication of the advertisement (or its
submission for publication).

Use of standardized performance calculations enables an investor to compare the Fund's performance to the
performance of other funds for the same periods. However, a number of factors should be considered before using the
Fund's performance information as a basis for comparisons with other investments:

o Yields and total returns measure the performance of a hypothetical account in the Fund over various
periods and do not show the performance of each shareholder's account. Your account's performance will vary
from the model performance data if your dividends are received in cash, or you buy or sell shares during
the period, or you bought your shares at a different time than the shares used in the model.
o An investment in the Fund is not insured by the FDIC or any other government agency.
o The Fund's yield is not fixed or guaranteed and will fluctuate.
o Yields and total returns for any given past period represent historical performance information and
are not, and should not be considered, a prediction of future yields or returns.

o Yields. The Fund's current yield is calculated for a seven-day period of time as follows. First, a
base period return is calculated for the seven-day period by determining the net change in the value of a
hypothetical pre-existing account having one share at the beginning of the seven-day period. The change includes
dividends declared on the original share and dividends declared on any shares purchased with dividends on that
share, but such dividends are adjusted to exclude any realized or unrealized capital gains or losses affecting the
dividends declared. Next, the base period return is multiplied by 365/7 to obtain the current yield to the nearest
hundredth of one percent.

The compounded effective yield for a seven-day period is calculated by
(1) adding 1 to the base period return (obtained as described above),
(2) raising the sum to a power equal to 365 divided by 7, and
(3) subtracting 1 from the result.

The yield as calculated above may vary for accounts less than approximately $100 in value due to the effect
of rounding off each daily dividend to the nearest full cent. The calculation of yield under either procedure
described above does not take into consideration any realized or unrealized gains or losses on the Fund's portfolio
securities which may affect dividends. Therefore, the return on dividends declared during a period may not be the
same on an annualized basis as the yield for that period.

Total Return Information. There are different types of "total returns" to measure the Fund's performance.
Total return is the change in value of a hypothetical investment in the Fund over a given period, assuming that all
dividends and capital gains distributions are reinvested in additional shares and that the investment is redeemed
at the end of the period. The cumulative total return measures the change in value over the entire period (for
example, ten years). An average annual total return shows the average rate of return for each year in a period
that would produce the cumulative total return over the entire period. However, average annual total returns do
not show actual year-by-year performance. The Fund uses standardized calculations for its total returns as
prescribed by the SEC. The methodology is discussed below.

o Average Annual Total Return. The "average annual total return" of each class is an average annual
compounded rate of return for each year in a specified number of years. It is the rate of return based on the
change in value of a hypothetical initial investment of $1,000 ("P" in the formula below) held for a number of
years ("n") to achieve an Ending Redeemable Value ("ERV" in the formula) of that investment, according to the
following formula:

1/n
( ERV ) - 1 = Average Annual Total Return
( ---- )
( P )

o Cumulative Total Return. The "cumulative total return" calculation measures the change in value of a
hypothetical investment of $1,000 over an entire period of years. Its calculation uses some of the same factors as
average annual total return, but it does not average the rate of return on an annual basis. Cumulative total
return is determined as follows:

ERV - P
------- = Total Return
P

--------------------- ---------------------- ----------------------------------------------------------------
Yield Compounded Effective Average Annual Total Returns (at 7/31/00)
(7 days ended Yield
7/31/00) (7 days ended
7/31/00)
--------------------- ---------------------- ----------------------------------------------------------------
--------------------- ---------------------- ---------------------- ----------------------- -----------------

1-Year 5 Years 10 Years
--------------------- ---------------------- ---------------------- ----------------------- -----------------
--------------------- ---------------------- ---------------------- ----------------------- -----------------
5.90% 6.07% 5.38% 4.97% 4.71%
--------------------- ---------------------- ---------------------- ----------------------- -----------------

Other Performance Comparisons. Yield information may be useful to investors in reviewing the Fund's performance.
The Fund may make comparisons between its yield and that of other investments, by citing various indices such as
The Bank Rate Monitor National Index (provided by Bank Rate Monitor(TM)) which measures the average rate paid on bank
money market accounts, NOW accounts and certificates of deposits by the 100 largest banks and thrifts in the top
ten metropolitan areas. When comparing the Fund's yield with that of other investments, investors should
understand that certain other investment alternatives such as certificates of deposit, U.S. government securities,
money market instruments or bank accounts may provide fixed yields and may be insured or guaranteed.

From time to time, the Fund may include in its advertisements and sales literature performance information
about the Fund cited in other newspapers and periodicals, such as The New York Times, which may include performance
quotations from other sources.

From time to time, the Fund's Manager may publish rankings or ratings of the Manager (or the Transfer
Agent) or the investor services provided by them to shareholders of the Oppenheimer funds, other than performance
rankings of the Oppenheimer funds themselves. Those ratings or rankings of investor/shareholder services by third
parties may compare the services of the Oppenheimer funds to those of other mutual fund families selected by the
rating or ranking services. They may be based on the opinions of the rating or ranking service itself, based on its
research or judgment, or based on surveys of investors, brokers, shareholders or others.

---------------------------------------------------------------------------------------------------------------------
A B O U T Y O U R A C C O U N T
---------------------------------------------------------------------------------------------------------------------

How to Buy Shares

AccountLink. When shares are purchased through AccountLink, each purchase must be at least $25.00. Shares will be
purchased on the regular business day the Distributor is instructed to initiate the Automated Clearing House
("ACH") transfer to buy shares. Dividends will begin to accrue on shares purchased by the proceeds of ACH transfers
on the business day the Fund receives Federal Funds for the purchase through the ACH system before the close of The
New York Stock Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier on certain days. If
Federal Funds are received on a business day after the close of the Exchange, the shares will be purchased and
dividends will begin to accrue on the next regular business day. The proceeds of ACH transfers are normally
received by the Fund 3 days after the transfers are initiated. The Distributor and the Fund are not responsible
for any delays in purchasing shares resulting from delays in ACH transmissions.

Asset Builder Plans. To establish an Asset Builder Plan to buy shares directly from a bank account, you must
enclose a check (the minimum is $25) for the initial purchase with your application. Shares purchased by Asset
Builder Plan payments from bank accounts are subject to the redemption restrictions for recent purchases described
in the Prospectus. Asset Builder Plans are available only if your bank is an ACH member. Asset Builder Plans may
not be used to buy shares for OppenheimerFunds employer-sponsored qualified retirement accounts. Asset Builder
Plans also enable shareholders of Oppenheimer Cash Reserves to use their account to make monthly automatic
purchases of shares of up to four other Oppenheimer funds.

If you make payments from your bank account to purchase shares of the Fund, your bank account will be
debited automatically. Normally the debit will be made two business days prior to the investment dates you select
on your Application. Neither the Distributor, the Transfer Agent nor the Fund shall be responsible for any delays
in purchasing shares that result from delays in ACH transmission.

Before you establish Asset Builder payments, you should obtain a prospectus of the selected fund(s) from
your financial advisor (or the Distributor) and request an application from the Distributor. Complete the
application and return it. You may change the amount of your Asset Builder payment or your can terminate these
automatic investments at any time by writing to the Transfer Agent. The Transfer Agent requires a reasonable
period (approximately 10 days) after receipt of your instructions to implement them. The Fund reserves the right
to amend, suspend, or discontinue offering Asset Builder plans at any time without prior notice.

The Oppenheimer Funds. The Oppenheimer funds are those mutual funds for which the Distributor acts as the
distributor or the sub-Distributor and include the following:

Oppenheimer Bond Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund
Oppenheimer Developing Markets Fund
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Florida Municipal Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Large Cap Growth Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Main Street Growth & Income Fund
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Multiple Strategies Fund
Oppenheimer Municipal Bond Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer New York Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Fund
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund
Limited Term New York Municipal Fund
Rochester Fund Municipals

and the following money market funds:
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Oppenheimer Cash Reserves
Oppenheimer Money Market Fund, Inc.

Determination of Net Asset Value Per Share. The net asset value per share of the Fund is determined as of the
close of business of The New York Stock Exchange (the "Exchange") on each day that the Exchange is open, by
dividing the value of the Fund's net assets by the total number of shares outstanding. The Exchange normally
closes at 4:00 P.M., New York time, but may close earlier on some days (for example, in case of weather emergencies
or on days falling before a holiday). The Exchange's most recent annual announcement (which is subject to change)
states that it will close on New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. It may also close on other days.

The Fund's Board of Directors has adopted the amortized cost method to value the Fund's portfolio
securities. Under the amortized cost method, a security is valued initially at its cost and its valuation assumes
a constant amortization of any premium or accretion of any discount, regardless of the impact of fluctuating
interest rates on the market value of the security. This method does not take into consideration any unrealized
capital gains or losses on securities. While this method provides certainty in valuing securities, in certain
periods the value of a security determined by amortized cost may be higher or lower than the price the Fund would
receive if it sold the security.

The Fund's Board of Directors has established procedures reasonably designed to stabilize the Fund's net
asset value at $1.00 per share. Those procedures include a review of the Fund's portfolio holdings by the Board of
Directors, at intervals it deems appropriate, to determine whether the Fund's net asset value calculated by using
available market quotations deviates from $1.00 per share based on amortized cost.

The Board of Directors will examine the extent of any deviation between the Fund's net asset value based
upon available market quotations and amortized cost. If the Fund's net asset value were to deviate from $1.00 by
more than 0.5%, Rule 2a-7 requires the Board of Directors to consider what action, if any, should be taken. If they
find that the extent of the deviation may cause a material dilution or other unfair effects on shareholders, the
Board of Directors will take whatever steps it considers appropriate to eliminate or reduce the dilution,
including, among others, withholding or reducing dividends, paying dividends from capital or capital gains, selling
portfolio instruments prior to maturity to realize capital gains or losses or to shorten the average maturity of
the portfolio, or calculating net asset value per share by using available market quotations.

During periods of declining interest rates, the daily yield on shares of the Fund may tend to be lower (and
net investment income and dividends higher) than those of a fund holding the identical investments as the Fund but
which used a method of portfolio valuation based on market prices or estimates of market prices. During periods of
rising interest rates, the daily yield of the Fund would tend to be higher and its aggregate value lower than that
of an identical portfolio using market price valuation.

How to Sell Shares

The information below supplements the terms and conditions for redeeming shares set forth in the Prospectus.

Checkwriting. When a check is presented to the Bank for clearance, the Bank will ask the Fund to redeem a
sufficient number of full and fractional shares in the shareholder's account to cover the amount of the check.
This enables the shareholder to continue receiving dividends on those shares until the check is presented to the
Fund. Checks may not be presented for payment at the offices of the Bank or the Fund's Custodian. This limitation
does not affect the use of checks for the payment of bills or to obtain cash at other banks. The Fund reserves the
right to amend, suspend or discontinue offering checkwriting privileges at any time without prior notice.

In choosing to take advantage of the Checkwriting privilege, by signing the Account Application or by
completing a Checkwriting card, each individual who signs:
(1) for individual accounts, represents that they are the registered owner(s) of the shares of the Fund in that
account;
(2) for accounts for corporations, partnerships, trusts and other entities, represents that they are an
officer, general partner, trustee or other fiduciary or agent, as applicable, duly authorized to act
on behalf of the registered owner(s);
(3) authorizes the Fund, its Transfer Agent and any bank through which the Fund's drafts (checks) are payable
to pay all checks drawn on the Fund account of such person(s) and to redeem a sufficient amount of
shares from that account to cover payment of each check;
(4) specifically acknowledges that if they choose to permit checks to be honored if there is a single
signature on checks drawn against joint accounts, or accounts for corporations, partnerships, trusts
or other entities, the signature of any one signatory on a check will be sufficient to authorize
payment of that check and redemption from the account, even if that account is registered in the names
of more than one person or more than one authorized signature appears on the Checkwriting card or the
Application, as applicable;
(5) understands that the Checkwriting privilege may be terminated or amended at any time by the Fund and/or the
Fund's bank; and
(6) acknowledges and agrees that neither the Fund nor its bank shall incur any liability for that amendment or
termination of checkwriting privileges or for redeeming shares to pay checks reasonably believed by
them to be genuine, or for returning or not paying checks that have not been accepted for any reason.

Sending Redemption Proceeds by Federal Funds Wire. The Federal Funds wire of redemptions proceeds may be delayed
if the Fund's custodian bank is not open for business on a day when the Fund would normally authorize the wire to
be made, which is usually the Fund's next regular business day following the redemption. In those circumstances,
the wire will not be transmitted until the next bank business day on which the Fund is open for business. No
dividends will be paid on the proceeds of redeemed shares awaiting transfer by Federal Funds wire.

Distributions From Retirement Plans. Requests for distributions from OppenheimerFunds-sponsored IRAs, 403(b)(7)
custodial plans, 401(k) plans or pension or profit-sharing plans should be addressed to "Director, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How To Sell Shares" in the Prospectus or on the
back cover of this Statement of Additional Information. The request must
(1) state the reason for the distribution;
(2) state the owner's awareness of tax penalties if the distribution is premature; and
(3) conform to the requirements of the plan and the Fund's other redemption requirements.

Participants (other than self-employed persons) in OppenheimerFunds-sponsored pension or profit-sharing
plans with shares of the Fund held in the name of the plan or its fiduciary may not directly request redemption of
their accounts. The plan administrator or fiduciary must sign the request.

Distributions from pension and profit sharing plans are subject to special requirements under the Internal
Revenue Code and certain documents (available from the Transfer Agent) must be completed and submitted to the
Transfer Agent before the distribution may be made. Distributions from retirement plans are subject to withholding
requirements under the Internal Revenue Code, and IRS Form W-4P (available from the Transfer Agent) must be
submitted to the Transfer Agent with the distribution request, or the distribution may be delayed. Unless the
shareholder has provided the Transfer Agent with a certified tax identification number, the Internal Revenue Code
requires that tax be withheld from any distribution even if the shareholder elects not to have tax withheld. The
Fund, the Manager, the Distributor, and the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not be responsible for any tax penalties
assessed in connection with a distribution.

Special Arrangements for Repurchase of Shares from Dealers and Brokers. The Distributor is the Fund's agent to
repurchase its shares from authorized dealers or brokers on behalf of their customers. Shareholders should contact
their broker or dealer to arrange this type of redemption. The repurchase price per share will be the net asset
value next computed after the Distributor receives the order placed by the dealer or broker. However, if the
Distributor receives a repurchase order from a dealer or broker after the close of The New York Stock Exchange on a
regular business day, it will be processed at that day's net asset value if the order was received by the dealer or
broker from its customers prior to the time the Exchange closes. Normally the Exchange closes at 4:00 P.M.
Additionally, the order must have been transmitted to and received by the Distributor prior to its close of
business that day (normally 5:00 P.M.).

Ordinarily, for accounts redeemed by a broker-dealer under this procedure, payment will be made within
three business days after the shares have been redeemed upon the Distributor's receipt of the required redemption
documents in proper form. The signature(s) of the registered owner(s) on the redemption document must be guaranteed
as described in the Prospectus.

Automatic Withdrawal and Exchange Plans. Investors owning shares of the Fund valued at $5,000 or more can
authorize the Transfer Agent to redeem shares (having a value of at least $50) automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will be redeemed three business
days prior to the date requested by the shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made by check payable to all shareholders of
record. Payments must also be sent to the address of record for the account and the address must not have been
changed within the prior 30 days. Required minimum distributions from OppenheimerFunds-sponsored retirement plans
may not be arranged on this basis.

Payments are normally made by check, but shareholders having AccountLink privileges may arrange to have
Automatic Withdrawal Plan payments transferred to the bank account designated on the Account Application or
signature-guaranteed instructions sent to the Transfer Agent. Shares are normally redeemed pursuant to an
Automatic Withdrawal Plan three business days before the payment transmittal date you select in the Account
Application. If a contingent deferred sales charge applies to the redemption, the amount of the check or payment
will be reduced accordingly. The Fund cannot guarantee receipt of a payment on the date requested and reserves the
right to amend, suspend or discontinue offering such plans at any time without prior notice.

By requesting an Automatic Withdrawal or Exchange Plan, the shareholder agrees to the terms and conditions
applicable to such plans as stated below. These provisions may be amended from time to time by the Fund and/or the
Distributor. When adopted, any amendments will automatically apply to existing Plans.

Automatic Exchange Plans. Shareholders can authorize the Transfer Agent to exchange a pre-determined
amount of shares of the Fund for shares (of the same class) of other Oppenheimer funds automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange Plan. The minimum amount that may be exchanged
to each other fund account is $25. Instructions should be provided on the Account Application or
signature-guaranteed instructions. Exchanges made under these plans are subject to the restrictions that apply to
exchanges as set forth in "How to Exchange Shares" in the Prospectus and below in this Statement of Additional
Information.

Automatic Withdrawal Plans. Fund shares will be redeemed as necessary to meet withdrawal payments. Shares
acquired without a sales charge will be redeemed first. Shares acquired with reinvested dividends and capital
gains distributions will be redeemed next, followed by shares acquired with a sales charge, to the extent necessary
to make withdrawal payments. Depending upon the amount withdrawn, the investor's principal may be depleted.
Payments made under withdrawal plans should not be considered as a yield or income on your investment.

The Transfer Agent will administer the investor's Automatic Withdrawal Plan as agent for the shareholder
(the "Planholder") who executed the Plan authorization and application submitted to the Transfer Agent. Neither
the Transfer Agent nor the Fund shall incur any liability to the Planholder for any action taken or not taken by
the Transfer Agent in good faith to administer the Plan. Share certificates will not be issued for shares of the
Fund purchased for and held under the Plan, but the Transfer Agent will credit all such shares to the account of
the Planholder on the records of the Fund. Any share certificates held by a Planholder may be surrendered
unendorsed to the Transfer Agent with the Plan application so that the shares represented by the certificate may be
held under the Plan.

For accounts subject to Automatic Withdrawal Plans, distributions of capital gains must be reinvested in
shares of the Fund, which will be done at net asset value without a sales charge. Dividends on shares held in the
account may be paid in cash or reinvested.

Shares will be redeemed to make withdrawal payments at the net asset value per share determined on the
redemption date. Checks or AccountLink payments of the proceeds of Plan withdrawals will normally be transmitted
three business days prior to the date selected for receipt of the payment according to the choice specified in
writing by the Planholder. Receipt of payment on the date selected cannot be guaranteed.

The amount and the interval of disbursement payments and the address to which checks are to be mailed or
AccountLink payments are to be sent may be changed at any time by the Planholder by writing to the Transfer Agent.
The Planholder should allow at least two weeks' time in mailing such notification for the requested change to be
put in effect. The Planholder may, at any time, instruct the Transfer Agent by written notice (in proper form in
accordance with the requirements of the then-current Prospectus of the Fund) to redeem all, or any part of, the
shares held under the Plan. In that case, the Transfer Agent will redeem the number of shares requested at the net
asset value per share in effect in accordance with the Fund's usual redemption procedures and will mail a check for
the proceeds to the Planholder.

The Planholder may terminate a Plan at any time by writing to the Transfer Agent. The Fund may also give
directions to the Transfer Agent to terminate a Plan. The Transfer Agent will also terminate a Plan upon its
receipt of evidence satisfactory to it that the Planholder has died or is legally incapacitated. Upon termination
of a Plan by the Transfer Agent or the Fund, shares that have not been redeemed from the account will be held in
uncertificated form in the name of the Planholder. The account will continue as a dividend-reinvestment,
uncertificated account unless and until proper instructions are received from the Planholder, his or her executor
or guardian, or another authorized person.

To use shares held under the Plan as collateral for a debt, the Planholder may request issuance of a
portion of the shares in certificated form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued without causing the withdrawal checks to
stop. However, should such uncertificated shares become exhausted, Plan withdrawals will terminate.

If the Transfer Agent ceases to act as transfer agent for the Fund, the Planholder will be deemed to have
appointed any successor transfer agent to act as agent in administering the Plan.

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of Oppenheimer funds having more than one class of shares
may be exchanged only for shares of the same class of other Oppenheimer funds. Shares of this Fund are deemed to
be "Class A Shares" for this purpose. You can obtain a current list of funds showing which funds offer which
classes by calling the Distributor at 1-800-525-7048.

o All of the Oppenheimer funds currently offer Class A, B and C shares except Oppenheimer Money Market Fund,
Inc., Centennial Money Market Trust, Centennial Tax Exempt Trust, Centennial Government Trust, Centennial New
York Tax Exempt Trust, Centennial California Tax Exempt Trust, and Centennial America Fund, L.P., which only
offer Class A shares.
o Oppenheimer Main Street California Municipal Fund currently offers only Class A and Class B shares.
o Class B and Class C shares of Oppenheimer Cash Reserves are generally available only by exchange from the
same class of shares of other Oppenheimer funds or through OppenheimerFunds-sponsored 401 (k) plans.
o Only certain Oppenheimer funds currently offer Class Y shares. Class Y shares of Oppenheimer Real Asset
-
Fund may not be exchanged for shares of any other fund.
o Class M shares of Oppenheimer Convertible Securities Fund may be exchanged only for Class A shares of other
Oppenheimer funds. They may not be acquired by exchange of shares of any class of any other Oppenheimer funds
except Class A shares of Oppenheimer Money Market Fund or Oppenheimer Cash Reserves acquired by exchange of
Class M shares.
o Class A shares of Senior Floating Rate Fund are not available by exchange of shares of Oppenheimer Money
Market Fund or Class A shares of Oppenheimer Cash Reserves. If any Class A shares of another Oppenheimer fund
that are exchange for Class A shares of Oppenheimer Senior Floating Rate Fund are subject to the Class A
contingent deferred sales charge of the other Oppenheimer fund at the time of exchange, the holding period for
that Class A contingent deferred sales charge will carry over to the Class A shares of Oppenheimer Senior
Floating Rate Fund acquired in the exchange. The Class A shares of Oppenheimer Senior Floating Rate Fund
acquired in that exchange will be subject to the Class A Early Withdrawal Charge of Oppenheimer Senior Floating
Rate Fund if they are repurchased before the expiration of the holding period.
o Class X shares of Limited Term New York Municipal Fund can be exchanged only for Class B shares of other
Oppenheimer funds and no exchanges may be made to Class X shares.
o Shares of Oppenheimer Capital Preservation Fund may not be exchanged for shares of Oppenheimer Money Market
Fund, Inc., Oppenheimer Cash Reserves or Oppenheimer Limited-Term Government Fund. Only participants in
certain retirement plans may purchase shares of Oppenheimer Capital Preservation Fund, and only those
participants may exchange shares of other Oppenheimer funds for shares of Oppenheimer Capital Preservation Fund.

Class A shares of Oppenheimer funds may be exchanged at net asset value for shares of any money market fund
offered by the Distributor. Shares of any money market fund purchased without a sales charge may be exchanged for
shares of Oppenheimer funds offered with a sales charge upon payment of the sales charge. They may also be used to
purchase shares of Oppenheimer funds subject to an early withdrawal charge or contingent deferred sales charge.

Shares of this Fund purchased with the redemption proceeds of shares of other mutual funds (other than
funds managed by the Manager or its subsidiaries) redeemed within the 30 days prior to that purchase may
subsequently be exchanged for shares of other Oppenheimer funds without being subject to an initial sales charge or
contingent deferred sales charge. To qualify for that privilege, the investor or the investor's dealer must notify
the Distributor of eligibility for this privilege at the time the Fund shares are purchased. If requested, they
must supply proof of entitlement to this privilege.

Shares of the Fund acquired by reinvestment of dividends or distributions from any of the other Oppenheimer
funds or from any unit investment trust for which reinvestment arrangements have been made with the Distributor may
be exchanged at net asset value for shares of any of the Oppenheimer funds.

|X| How Exchanges Affect Contingent Deferred Sales Charges. No contingent deferred sales charge is imposed
on exchanges of shares of any class purchased subject to a contingent deferred sales charge. However, when Class A
shares acquired by exchange of Class A shares of other Oppenheimer funds purchased subject to a Class A contingent
deferred sales charge are redeemed within 18 months of the end of the calendar month of the initial purchase of the
exchanged Class A shares, the Class A contingent deferred sales charge is imposed on the redeemed shares. The Class
B contingent deferred sales charge is imposed on Class B shares acquired by exchange if they
are redeemed within 6 years of the initial purchase of the exchanged Class B shares. The Class C contingent
deferred sales charge is imposed on Class C shares acquired by exchange if they are redeemed within 12 months of
the initial purchase of the exchanged Class C shares. With respect to Class N shares, if you redeem your shares
within 18 months of the retirement plan's first purchase or the retirement plan eliminates the Fund as a plan
investment option within 18 months of selecting the Fund, a 1% contingent deferred sales charge will be imposed on
the plan.

o Limits on Multiple Exchange Orders. The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than one account. The Fund may accept requests for exchanges
of up to 50 accounts per day from representatives of authorized dealers that qualify for this privilege.

o Telephone Exchange Requests. When exchanging shares by telephone, a shareholder must have an existing
account in the fund to which the exchange is to be made. Otherwise, the investor must obtain a prospectus of that
fund before the exchange request may be submitted. For full or partial exchanges of an account made by telephone,
any special account features such as Asset Builder Plans, Automatic Withdrawal Plans and retirement plan
contributions will be switched to the new account unless the Transfer Agent is instructed otherwise. If all
telephone lines are busy (which might occur, for example, during periods of substantial market fluctuations),
shareholders might not be able to request exchanges by telephone and would have to submit written exchange requests.

|X| Processing Exchange Requests. Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the "Redemption Date"). Normally, shares of the fund
to be acquired are purchased on the Redemption Date, but such purchases may be delayed by either fund up to five
business days if it determines that it would be disadvantaged by an immediate transfer of the redemption proceeds.
The Fund reserves the right, in its discretion, to refuse any exchange request that may disadvantage it. For
example, if the receipt of multiple exchange requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the Fund, the Fund may refuse the request. When
you exchange some or all of your shares from one fund to another, any special account feature
such as an Asset Builder Plan or Automatic Withdrawal Plan, will be switched to the new fund account unless you
tell the Transfer Agent not to do so. However, special redemption and exchange features such as Automatic Exchange
Plans and Automatic Withdrawal Plans cannot be switched to an account in Oppenheimer Senior Floating Rate Fund.

In connection with any exchange request, the number of shares exchanged may be less than the number
requested if the exchange or the number requested would include shares subject to a restriction cited in the
Prospectus or this Statement of Additional Information or would include shares covered by a share certificate that
is not tendered with the request. In those cases, only the shares available for exchange without restriction will
be exchanged.

The different Oppenheimer funds available for exchange have different investment objectives, policies and
risks. A shareholder should assure that the fund selected is appropriate for his or her investment and should be
aware of the tax consequences of an exchange. For Federal income tax purposes, an exchange transaction is treated
as a redemption of shares of one fund and a purchase of shares of another. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to a shareholder in connection with an
exchange request or any other investment transaction.

Dividends and Taxes

Tax Status of the Fund's Dividends and Distributions. The Federal tax treatment of the Fund's dividends and
capital gains distributions is explained in the Prospectus under the caption "Dividends and Taxes." Under the
Internal Revenue Code, by December 31 each year, the Fund must distribute 98% of its taxable investment income
earned from January 1 through December 31 of that year and 98% of its capital gains realized in the period from
November 1 of the prior year through October 31 of the current year. It if does not, the Fund must pay an excise
tax on the amounts not distributed. It is presently anticipated that the Fund will meet those requirements.
However, the Fund's Board of Directors and the Manager might determine in a particular year that it would be in the
best interest of shareholders for the Fund not to make distributions at the required levels and to pay the excise
tax on the undistributed amounts. That would reduce the amount of income or capital gains available for
distribution to shareholders. The Fund's dividends will not be eligible for the dividends-received deduction for
corporations.

If the Fund qualifies as a "regulated investment company" under the Internal Revenue Code, it will not be
liable for Federal income taxes on amounts paid by it as dividends and distributions. That qualification enables
the Fund to "pass through" its income and realized capital gains to shareholders without having to pay tax on
them. The Fund qualified as a regulated investment company in its last fiscal year and intends to qualify in
future years, but reserves the right not to qualify. The Internal Revenue Code contains a number of complex tests
to determine whether the Fund qualifies. The Fund might not meet those tests in a particular year. If it does not
qualify, the Fund will be treated for tax purposes as an ordinary corporation and will receive no tax deduction for
payments of dividends and distributions made to shareholders.

Dividends, distributions and the proceeds of the redemption of Fund shares represented by checks returned
to the Transfer Agent by the Postal Service as undeliverable will be invested in shares of the Fund as promptly as
possible after the return of such checks to the Transfer Agent, in order to enable the investor to earn a return on
otherwise idle funds.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to reinvest all dividends and/or capital
gains distributions in Class A shares of any of the other Oppenheimer funds listed above. Reinvestment will be
made at net asset value without sales charge. To elect this option, the shareholder must notify the Transfer Agent
in writing and must have an existing account in the fund selected for reinvestment. Otherwise, the shareholder
first must obtain a prospectus for that fund and an application from the Distributor to establish an account. The
investment will be made at the net asset value per share in effect at the close of business on the payable date of
the dividend or distribution. Dividends and/or distributions from shares of certain other Oppenheimer funds may be
invested in shares of this Fund on the same basis.

Additional Information About the Fund

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is a division of the Manager. It is
responsible for maintaining the Fund's shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders of the Fund. It also handles shareholder servicing and administrative
functions. It is paid on a "at-cost" basis.

The Custodian. Citibank, N.A. is the Custodian of the Fund's assets. The Custodian's responsibilities include
safeguarding and controlling the Fund's portfolio securities and handling the delivery of such securities to and
from the Fund. It will be the practice of the Fund to deal with the Custodian in a manner uninfluenced by any
banking relationship the Custodian may have with the Manager and its affiliates. The Fund's cash balances with the
Custodian in excess of $100,000 are not protected by Federal deposit insurance. Those uninsured balances at times
may be substantial.

Independent Auditors. KPMG LLP are the independent auditors of the Fund. They audit the Fund's financial
statements and perform other related audit services. They also act as auditors for certain other funds advised by
the Manager and its affiliates.

INDEPENDENT AUDITORS' REPORT

================================================================================
THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
OPPENHEIMER MONEY MARKET FUND, INC.:

We have audited the accompanying statement of assets and liabilities, including
the statement of investments, of Oppenheimer Money Market Fund, Inc. as of July
31, 2000, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year period
then ended and the financial highlights for each of the years in the four-year
period then ended, the seven-month period ended July 31, 1996, and the year
ended December 31, 1995. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 2000, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Oppenheimer Money Market Fund, Inc. as of July 31, 2000, the results
of its operations for the year then ended, the changes in its net assets for
each of the years in the two-year period then ended, and the financial
highlights for each of the years in the four-year period then ended, the
seven-month period ended July 31, 1996, and the year ended December 31, 1995, in
conformity with accounting principles generally accepted in the United States of
America.

/s/ KPMG LLP

KPMG LLP

Denver, Colorado
August 21, 2000

STATEMENT OF INVESTMENTS July 31, 2000
                                                          PRINCIPAL          VALUE
                                                             AMOUNT     SEE NOTE 1
===================================================================================

 DIRECT BANK OBLIGATIONS--2.7%
-----------------------------------------------------------------------------------
 Bank of America N.A.:
 6.64%, 10/2/00                                         $11,000,000   $ 11,000,000
-----------------------------------------------------------------------------------
 Canadian Imperial Bank of Commerce:
 6.66%, 10/18/00                                         38,000,000     38,000,000
                                                                      -------------
 Total Direct Bank Obligations                                          49,000,000

===================================================================================
 LETTERS OF CREDIT--9.9%
-----------------------------------------------------------------------------------
 Abbey National plc, guaranteeing commercial
 paper of Abbey National North America:
 6.52%, 10/24/00                                         20,000,000     19,695,733
-----------------------------------------------------------------------------------
 ABN Amro Bank NV, guaranteeing commercial
 paper of LaSalle Bank NA:
 6.78%, 8/30/00                                          30,000,000     30,000,000
-----------------------------------------------------------------------------------
 Barclays Bank plc, guaranteeing commercial
 paper of Banco del Istmo SA:
 6.60%, 8/18/00                                          10,000,000      9,968,833
-----------------------------------------------------------------------------------
 Credit Local de France, guaranteeing commercial
 paper of Dexia CLF Finance Co.:
 6.59%, 9/13/00(1)                                       20,000,000     19,842,572
 6.60%, 9/15/00(1)                                       20,000,000     19,835,000
-----------------------------------------------------------------------------------
 Credit Suisse First Boston, guaranteeing commercial
 paper of Credit Suisse First Boston, Inc.:
 6.60%, 9/15/00(1)                                       10,000,000      9,917,500
-----------------------------------------------------------------------------------
 Deutsche Bank AG, guaranteeing commercial
 paper of Deutsche Bank Financial, Inc.:
 6.59%, 9/15/00                                           5,000,000      4,958,813
-----------------------------------------------------------------------------------
 First Union Corp., guaranteeing commercial
 paper of First Union National Bank:
 6.62%, 5/17/01(2)                                       35,000,000     35,000,000
-----------------------------------------------------------------------------------
 Keycorp, guaranteeing commercial paper
 of Key Bank NA:
 6.62%, 5/11/01(2)                                       10,000,000      9,998,449
-----------------------------------------------------------------------------------
 Societe Generale, guaranteeing commercial paper
 of Societe Generale North America:
 6.60%, 9/8/00                                           20,000,000     19,860,667
                                                                      -------------
 Total Letters of Credit                                               179,077,567

===================================================================================
 SHORT-TERM NOTES--87.9%
-----------------------------------------------------------------------------------
 AEROSPACE/DEFENSE--2.7%
 BAE Systems Holdings, Inc.:
 6.59%, 9/14/00(1)                                        5,000,000      4,959,728
-----------------------------------------------------------------------------------
 Honeywell International, Inc.:
 6.63%, 11/13/00-11/17/00                                44,000,000     43,144,730
                                                                      -------------
                                                                        48,104,458




                                                          PRINCIPAL          VALUE
                                                             AMOUNT     SEE NOTE 1
-----------------------------------------------------------------------------------

 ASSET-BACKED--15.7%
 AriesOne Metafolio Corp.:
 6.58%, 8/8/00(1)                                       $25,000,000   $ 24,968,014
-----------------------------------------------------------------------------------
 Asset Backed Capital Finance, Inc.:
 6.56%, 11/1/00(1)                                       16,000,000     15,731,769
 6.63%, 9/11/00(1)                                       10,000,000      9,924,492
-----------------------------------------------------------------------------------
 Asset Securitization Cooperative:
 6.58%, 8/25/00(1)                                       10,000,000      9,956,133
 6.60%, 9/13/00(1)                                       15,000,000     14,881,750
-----------------------------------------------------------------------------------
 Breeds Hill Capital Co. LLC, Series A:
 6.64%, 9/18/00(1)                                       37,000,000     36,672,427
-----------------------------------------------------------------------------------
 Eureka Securitization, Inc.:
 6.66%, 8/10/00(1)                                       19,000,000     18,968,365
-----------------------------------------------------------------------------------
 Halogen Capital Co. LLC, Series A:
 6.53%, 8/2/00(1)                                         8,000,000      7,998,549
-----------------------------------------------------------------------------------
 Lexington Parker Capital Co. LLC:
 6.68%, 8/25/00(1)                                       13,000,000     12,941,933
-----------------------------------------------------------------------------------
 Moriarty Ltd.:
 6.55%, 8/10/00(1)                                       25,000,000     24,959,062
-----------------------------------------------------------------------------------
 Scaldis Capital LLC:
 6.55%, 10/17/00(1)                                      15,701,000     15,481,033
 6.62%, 9/14/00(1)                                        4,242,000      4,207,678
 6.70%, 8/21/00(1)                                       11,911,000     11,866,665
-----------------------------------------------------------------------------------
 Sigma Finance, Inc.:
 6.61%, 9/7/00(1)                                         7,000,000      6,952,445
 6.62%, 9/5/00(1)                                         5,000,000      4,967,819
 6.68%, 9/1/00(1)                                        31,500,000     31,318,805
-----------------------------------------------------------------------------------
 Variable Funding Capital Corp.:
 6.61%, 9/7/00(1)                                        10,000,000      9,931,961
-----------------------------------------------------------------------------------
 VVR Funding LLC:
 6.63%, 8/4/00(1)                                        12,281,000     12,274,266
 6.64%, 9/18/00(1)                                       10,711,000     10,616,172
                                                                      -------------
                                                                       284,619,338

-----------------------------------------------------------------------------------
 AUTOMOTIVE--2.4%
 DaimlerChrysler NA Holdings:
 6.61%, 11/30/00                                         20,000,000     19,555,661
 6.62%, 11/27/00                                         25,000,000     24,457,528
                                                                      -------------
                                                                        44,013,189

-----------------------------------------------------------------------------------
 BANKS--0.8%
 Wells Fargo Co.:
 6.52%, 10/23/00                                         15,500,000     15,267,001





                      OPPENHEIMER MONEY MARKET FUND, INC.




 STATEMENT OF INVESTMENTS Continued

                                                          PRINCIPAL          VALUE
                                                             AMOUNT     SEE NOTE 1
-----------------------------------------------------------------------------------

 BEVERAGES--2.5%
 Coca-Cola Enterprises, Inc.:
 6.52%, 10/17/00(1)                                     $17,500,000   $ 17,255,953
 6.53%, 10/26/00(1)                                      15,000,000     14,766,008
 6.54%, 10/20/00(1)                                      13,000,000     12,811,067
                                                                      -------------
                                                                        44,833,028

-----------------------------------------------------------------------------------
 BROKER/DEALERS--14.0%
 Banc of America Securities LLC:
 6.887%, 8/1/00(2)                                       50,000,000     50,000,000
-----------------------------------------------------------------------------------
 Bear Stearns Cos., Inc.:
 6.679%, 2/14/01(2)                                      13,000,000     13,000,000
 6.695%, 3/1/01(2)                                       15,000,000     14,999,689
-----------------------------------------------------------------------------------
 Bear Stearns Cos., Inc., Series B:
 6.68%, 4/12/01(2)                                       15,000,000     15,000,000
-----------------------------------------------------------------------------------
 Goldman Sachs Group LP:
 6.90%, 12/4/00                                          24,000,000     24,000,000
 6.92%, 12/6/00(3)                                       20,000,000     20,000,000
-----------------------------------------------------------------------------------
 Merrill Lynch & Co., Inc.:
 6.60%, 7/5/01(2)                                        22,500,000     22,491,643
-----------------------------------------------------------------------------------
 Merrill Lynch & Co., Inc., Series B:
 6.61%, 4/24/01(2)                                       20,000,000     19,997,143
-----------------------------------------------------------------------------------
 Morgan Stanley, Dean Witter & Co.:
 6.69%, 6/8/01(2)                                        34,980,000     34,980,000
-----------------------------------------------------------------------------------
 Morgan Stanley, Dean Witter & Co., Series C:
 6.91%, 3/15/01(2)                                        7,000,000      7,000,000
-----------------------------------------------------------------------------------
 Salomon Smith Barney Holdings, Inc.:
 6.50%, 8/3/00                                           25,000,000     24,990,972
 6.52%, 9/8/00                                            8,000,000      7,944,942
                                                                      -------------
                                                                       254,404,389

-----------------------------------------------------------------------------------
 CHEMICALS--0.8%
 BASF AG:
 6.64%, 11/27/00(1)                                      15,000,000     14,673,533
-----------------------------------------------------------------------------------
 COMMERCIAL FINANCE--4.3%
 CIT Group, Inc.:
 6.63%, 10/25/00                                         37,000,000     36,420,796
-----------------------------------------------------------------------------------
 Countrywide Home Loans, Series H:
 6.70%, 5/21/01(2)                                       32,000,000     31,997,490
-----------------------------------------------------------------------------------
 Homeside Lending, Inc.:
 6.53%, 10/23/00                                         10,000,000      9,849,447
                                                                      -------------
                                                                        78,267,733





                     OPPENHEIMER MONEY MARKET FUND, INC.


                                                          PRINCIPAL          VALUE
                                                             AMOUNT     SEE NOTE 1
-----------------------------------------------------------------------------------

 CONSUMER SERVICES--2.7%
 Block Financial Corp.:
 6.57%, 8/29/00(1)                                      $16,500,000  $  16,415,685
 6.58%, 8/18/00(1)                                        9,000,000      8,972,035
 6.59%, 8/28/00(1)                                       17,000,000     16,915,977
-----------------------------------------------------------------------------------
 Prudential Funding Corp.:
 6.66%, 8/30/00                                           6,500,000      6,465,127
                                                                      -------------
                                                                        48,768,824

-----------------------------------------------------------------------------------
 DIVERSIFIED FINANCIAL--8.5%
 Associates Corp. of North America:
 6.65%, 8/1/00                                           43,500,000     43,500,000
-----------------------------------------------------------------------------------
 Ford Motor Credit Co.:
 6.52%, 8/9/00                                           25,000,000     24,963,778
-----------------------------------------------------------------------------------
 GE Capital International Funding, Inc.:
 6.62%, 10/11/00(1)                                      15,000,000     14,804,158
-----------------------------------------------------------------------------------
 General Electric Capital Corp.:
 6.68%, 8/30/00                                          22,000,000     21,881,616
-----------------------------------------------------------------------------------
 Household International, Inc.:
 6.61%, 8/18/00(1)                                       18,100,000     18,043,503
-----------------------------------------------------------------------------------
 National Rural Utilities Cooperative Finance Corp.:
 6.61%, 9/14/00                                          10,000,000      9,919,578
 6.66%, 8/17/00                                          20,000,000     19,940,800
                                                                      -------------
                                                                       153,053,433

-----------------------------------------------------------------------------------
 DIVERSIFIED MEDIA--2.2%
 Omnicom Finance Inc.:
 6.58%, 8/23/00-8/24/00(1)                               40,500,000     40,333,398
-----------------------------------------------------------------------------------
 ELECTRIC UTILITIES--3.1%
 Ameren Corp.:
 6.53%, 8/29/00                                          20,000,000     19,898,422
-----------------------------------------------------------------------------------
 Edison International:
 6.55%, 8/31/00(1)                                       20,500,000     20,388,104
 6.63%, 9/5/00(1)                                        15,000,000     14,903,313
                                                                      -------------
                                                                        55,189,839

-----------------------------------------------------------------------------------
 INSURANCE--13.6%
 Aegon Funding Corp.:
 6.58%, 9/5/00(1)                                         6,000,000      5,961,617
 6.59%, 9/8/00(1)                                        10,000,000      9,930,333
 6.62%, 12/7/00(1)                                       10,000,000      9,764,622
-----------------------------------------------------------------------------------
 AIG Life Insurance Co.:
 6.645%, 5/31/01(2),(3)                                  20,000,000     20,000,000
-----------------------------------------------------------------------------------
 Cooperative Assn. of Tractor Dealers, Inc., Series A:
 6.63%, 9/15/00                                           4,200,000      4,165,193
 6.64%, 9/11/00                                          15,700,000     15,581,273





                     11 OPPENHEIMER MONEY MARKET FUND, INC.




STATEMENT OF INVESTMENTS Continued

                                                          PRINCIPAL          VALUE
                                                             AMOUNT     SEE NOTE 1
-----------------------------------------------------------------------------------

 INSURANCE Continued
 Jackson National Life Insurance Co.:
 6.65%, 8/1/00(2)                                      $  2,000,000  $   2,000,000
 6.66%, 3/1/01(2)                                        30,000,000     30,000,000
-----------------------------------------------------------------------------------
 Marsh USA, Inc.:
 6.62%, 12/8/00(1)                                       20,000,000     19,525,567
-----------------------------------------------------------------------------------
 Metropolitan Life Insurance Co.:
 6.895%, 8/1/00(2)                                       33,000,000     33,000,000
-----------------------------------------------------------------------------------
 Pacific Life Insurance Co.:
 6.661%, 8/1/00(2,3)                                     20,000,000     20,000,000
-----------------------------------------------------------------------------------
 Prudential Life Insurance Co.:
 6.78%, 1/31/03(2)                                       25,000,000     25,000,000
-----------------------------------------------------------------------------------
 Teachers Insurance & Annuity Assn. of America:
 6.62%, 8/1/00(1)                                        41,000,000     41,000,000
-----------------------------------------------------------------------------------
 Travelers Insurance Co.:
 6.704%, 10/5/00(2,3)                                    10,000,000     10,000,000
                                                                     --------------
                                                                       245,928,605

-----------------------------------------------------------------------------------
 LEASING & FACTORING--2.3%
 American Honda Finance Corp.:
 6.613%, 8/16/00(2),(4)                                  22,000,000     21,996,471
 6.636%, 8/16/00(2),(4)                                  20,000,000     19,998,985
                                                                     --------------
                                                                        41,995,456

-----------------------------------------------------------------------------------
 MANUFACTURING--2.4%
 Eaton Corp.:
 6.63%, 8/30/00(1)                                       10,000,000      9,946,592
 6.70%, 11/8/00-11/9/00(1)                               34,500,000     33,859,685
                                                                     --------------
                                                                        43,806,277

-----------------------------------------------------------------------------------
 OIL: DOMESTIC--1.4%
 Motiva Enterprises LLC:
 6.54%, 10/26/00                                         25,000,000     24,609,417
-----------------------------------------------------------------------------------
 SPECIAL PURPOSE FINANCIAL--2.7%
 Forrestal Funding Master Trust, Series 1999-A:
 6.60%, 8/11/00(4)                                       10,000,000      9,981,667
-----------------------------------------------------------------------------------
 KZH-KMS Corp.:
 6.54%, 8/16/00-8/23/00(1)                               38,863,000     38,731,012
                                                                     --------------
                                                                        48,712,679





                     12 OPPENHEIMER MONEY MARKET FUND, INC.


                                                          PRINCIPAL             VALUE
                                                             AMOUNT        SEE NOTE 1
--------------------------------------------------------------------------------------

 TELECOMMUNICATIONS-TECHNOLOGY--4.7%
 Alcatel SA:
 6.57%, 8/7/00(1)                                       $15,000,000    $   14,983,575
 6.60%, 9/7/00(1)                                         5,000,000         4,966,083
--------------------------------------------------------------------------------------
 SBC Communications, Inc.:
 6.55%, 8/3/00(1)                                        20,000,000        19,992,722
--------------------------------------------------------------------------------------
 Vodafone Air Touch plc-MTC:
 6.54%, 8/9/00(1)                                         5,000,000         4,992,733
 6.862%, 6/5/01(2),(3)                                   40,000,000        39,997,003
                                                                       ---------------
                                                                           84,932,116

--------------------------------------------------------------------------------------
 TELEPHONE UTILITIES--1.1%
 AT&T Corp.:
 6.752%, 7/13/01(1),(2)                                  20,500,000        20,500,000
                                                                       ---------------
 Total Short-Term Notes                                                 1,592,012,713
--------------------------------------------------------------------------------------
 TOTAL INVESTMENTS, AT VALUE                                 100.5%     1,820,090,280
--------------------------------------------------------------------------------------
 LIABILITIES IN EXCESS OF OTHER ASSETS                        (0.5)        (8,481,358)
                                                        ------------------------------
 NET ASSETS                                                  100.0%    $1,811,608,922
                                                        ==============================



 Footnotes to Statements of Investments

 SHORT-TERM NOTES, DIRECT BANK OBLIGATIONS AND LETTERS OF CREDIT ARE GENERALLY
 TRADED ON A DISCOUNT BASIS; THE INTEREST RATE IS THE DISCOUNT RATE RECEIVED BY
 THE FUND AT THE TIME OF PURCHASE. OTHER SECURITIES NORMALLY BEAR INTEREST AT
 THE RATES SHOWN.

 1. Security issued in an exempt transaction without registration under the
 Securities Act of 1933. Such securities amount to $763,691,837, or 42.16% of
 the Fund's net assets, and have been determined to be liquid pursuant to
 guidelines adopted by the Board of Directors.

 2. Represents the current interest rate for a variable or increasing rate
 security.

 3. Identifies issues considered to be illiquid or restricted--See Note 4 of
 Notes to Financial Statements.

 4. 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
 Directors. These securities amount to $51,977,123 or 2.87% of the Fund's net
 assets as of July 31, 2000.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




                     OPPENHEIMER MONEY MARKET FUND, INC.


 STATEMENT OF ASSETS AND LIABILITIES July 31, 2000

===================================================================================
 ASSETS
-----------------------------------------------------------------------------------
 Investments, at value--see accompanying statement                $  1,820,090,280
-----------------------------------------------------------------------------------
 Cash                                                                    3,307,662
-----------------------------------------------------------------------------------
 Receivables and other assets:
 Shares of capital stock sold                                           16,181,452
 Interest                                                                3,663,858
 Other                                                                     285,986
                                                                  -----------------
 Total assets                                                        1,843,529,238

===================================================================================
 LIABILITIES
-----------------------------------------------------------------------------------
 Payables and other liabilities:
 Shares of capital stock redeemed                                       28,193,698
 Dividends                                                               2,261,931
 Transfer and shareholder servicing agent fees                             805,252
 Directors' compensation                                                   240,371
 Other                                                                     419,064
                                                                  -----------------
 Total liabilities                                                      31,920,316

===================================================================================
 NET ASSETS                                                       $  1,811,608,922
                                                                  =================

===================================================================================
 COMPOSITION OF NET ASSETS
-----------------------------------------------------------------------------------
 Par value of shares of capital stock                             $    181,171,625
-----------------------------------------------------------------------------------
 Additional paid-in capital                                          1,630,394,848
-----------------------------------------------------------------------------------
 Accumulated net realized gain on investment transactions                   42,449
                                                                  -----------------
 NET ASSETS (applicable to 1,811,716,250 shares of capital
 stock outstanding)                                               $  1,811,608,922
                                                                  =================

===================================================================================
 NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE              $1.00
                                                                   ================



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




                     14 OPPENHEIMER MONEY MARKET FUND, INC.




 STATEMENT OF OPERATIONS For the Year Ended July 31, 2000


===================================================================================
 INVESTMENT INCOME
-----------------------------------------------------------------------------------
 Interest                                                             $103,538,643

===================================================================================
 EXPENSES
-----------------------------------------------------------------------------------
 Management fees                                                         7,172,648
-----------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees                           4,623,944
-----------------------------------------------------------------------------------
 Shareholder reports                                                       905,870
-----------------------------------------------------------------------------------
 Custodian fees and expenses                                               105,209
-----------------------------------------------------------------------------------
 Directors' compensation                                                   105,068
-----------------------------------------------------------------------------------
 Other                                                                     403,290
                                                                      -------------
 Total expenses                                                         13,316,029
                                                                      -------------
 Less expenses paid indirectly                                             (26,930)
                                                                      -------------
 Net expenses                                                           13,289,099

===================================================================================
 NET INVESTMENT INCOME                                                  90,249,544

===================================================================================
 NET REALIZED GAIN ON INVESTMENTS                                              106

===================================================================================
 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $ 90,249,650
                                                                      =============



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




                     15 OPPENHEIMER MONEY MARKET FUND, INC.





 STATEMENT OF CHANGES IN NET ASSETS

 YEAR ENDED JULY 31,                                              2000                 1999
============================================================================================

 OPERATIONS
--------------------------------------------------------------------------------------------
 Net investment income                                  $   90,249,544       $   61,850,009
--------------------------------------------------------------------------------------------
 Net realized gain                                                 106               39,387
                                                        ------------------------------------
 Net increase in net assets resulting from operations       90,249,650           61,889,396

============================================================================================
 DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS            (90,249,544)         (61,850,009)
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
============================================================================================
 CAPITAL STOCK TRANSACTIONS
 Net increase in net assets resulting from
 beneficial interest transactions                          315,163,290          301,662,160

============================================================================================
 NET ASSETS
--------------------------------------------------------------------------------------------
 Total increase                                            315,163,396          301,701,547
--------------------------------------------------------------------------------------------
 Beginning of period                                     1,496,445,526        1,194,743,979
                                                        ------------------------------------
 End of period                                          $1,811,608,922       $1,496,445,526
                                                        ====================================





SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                     16 OPPENHEIMER MONEY MARKET FUND, INC.





 FINANCIAL HIGHLIGHTS


                                                                                                   YEAR       YEAR
                                                                                                  ENDED      ENDED
                                                                                               JULY 31,   DEC. 31,
                                                    2000        1999       1998        1997     1996(1)       1995
========================================================================================================================

 PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period             $ 1.00      $ 1.00     $ 1.00      $ 1.00      $ 1.00      $1.00
------------------------------------------------------------------------------------------------------------------------
 Income from investment operations:
 Net investment income and net realized gain         .05         .05        .05         .05         .03        .05
 Dividends and/or distributions to shareholders     (.05)       (.05)      (.05)       (.05)       (.03)      (.05)
------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                   $ 1.00      $ 1.00     $ 1.00      $ 1.00      $ 1.00      $1.00
                                                  ======================================================================

========================================================================================================================
 TOTAL RETURN(2)                                    5.38%       4.61%      5.03%       4.83%       2.80%      5.40%
------------------------------------------------------------------------------------------------------------------------

========================================================================================================================
 RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------
 Net assets, end of period (in millions)          $1,812      $1,496     $1,195      $1,014      $1,102       $818
------------------------------------------------------------------------------------------------------------------------
 Average net assets (in millions)                 $1,712      $1,371     $1,114      $1,011      $  901       $855
------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment income                              5.27%       4.51%      4.89%       4.73%       4.68%      5.19%
 Expenses                                           0.78%       0.78%      0.87%(4)    0.87%(4)    0.84%(4)   0.90%(4)



 1. For the seven months ended July 31, 1996. The Fund changed its fiscal year
 end from December 31 to July 31.

 2. Assumes a $1,000 hypothetical initial investment on the business day before
 the first day of the fiscal period, with all dividends 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. Total returns are not
 annualized for periods of less than one full year. Total returns reflect
 changes in net investment income only.

 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.




                     17 OPPENHEIMER MONEY MARKET FUND, INC.




NOTES TO FINANCIAL STATEMENTS

================================================================================
 1. SIGNIFICANT ACCOUNTING POLICIES

 Oppenheimer Money Market Fund, Inc. (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 the maximum
 current income that is consistent with stability of principal. The Fund's
 investment advisor is OppenheimerFunds, Inc. (the Manager). The following is a
 summary of significant accounting policies consistently followed by the Fund.

--------------------------------------------------------------------------------
 SECURITIES VALUATION. Portfolio securities are valued on the basis of amortized
 cost, which approximates market value.

--------------------------------------------------------------------------------
 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 to shareholders. Therefore, no federal
 income or excise tax provision is required.

--------------------------------------------------------------------------------
 DIRECTORS' COMPENSATION. The Fund has adopted an unfunded retirement plan for
 the Fund's independent Board of Directors. Benefits are based on years of
 service and fees paid to each director during the years of service. During the
 year ended July 31, 2000, a provision of $35,213 was made for the Fund's
 projected benefit obligations and payments of $9,279 were made to retired
 directors, resulting in an accumulated liability of $222,731 as of July 31,
 2000.

       The Board of Directors has adopted a deferred compensation plan for
 independent directors that enables directors to elect to defer receipt of all
 or a portion of annual compensation they are entitled to receive from the Fund.
 Under the plan, the compensation deferred is periodically adjusted as though an
 equivalent amount had been invested for the Board of Directors in shares of one
 or more Oppenheimer funds selected by the director. The amount paid to the
 Board of Directors under the plan will be determined based upon the performance
 of the selected funds. Deferral of directors' fees under the plan will not
 affect the net assets of the Fund, and will not materially affect the Fund's
 assets, liabilities or net investment income per share.

--------------------------------------------------------------------------------
 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.

--------------------------------------------------------------------------------
 EXPENSE OFFSET ARRANGEMENTS. Expenses paid indirectly represent a reduction of
 custodian fees for earnings on cash balances maintained by the Fund.




                     18 OPPENHEIMER MONEY MARKET FUND, INC.





--------------------------------------------------------------------------------
 OTHER. Investment transactions are accounted for as of trade date. Realized
 gains and losses on investments are determined on an identified cost basis,
 which is the same basis used for federal income tax purposes.

     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.

================================================================================
 2. CAPITAL STOCK

 The Fund has authorized 5 billion shares of $.10 par value capital stock.
 Transactions in shares of capital stock were as follows:

                                                 YEAR ENDED JULY 31, 2000             YEAR ENDED JULY 31, 1999
                                               SHARES              AMOUNT            SHARES              AMOUNT
----------------------------------------------------------------------------------------------------------------

 Sold                                   5,480,169,730     $ 5,480,169,730     3,609,705,072     $ 3,609,705,072
 Dividends and/or
 distributions reinvested                  85,045,783          85,045,783        58,739,770          58,739,770
 Redeemed                              (5,250,052,223)     (5,250,052,223)   (3,366,782,682)     (3,366,782,682)
                                       -------------------------------------------------------------------------
 Net increase                             315,163,290       $ 315,163,290       301,662,160       $ 301,662,160
                                       =========================================================================


================================================================================
 3. 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
 0.45% of the first $500 million of average annual net assets, 0.425% of the
 next $500 million, 0.40% of the next $500 million and 0.375% of net assets in
 excess of $1.5 billion. The Manager has agreed to reimburse the Fund if
 aggregate expenses (with specified exceptions) exceed the lesser of 1% of
 average annual net assets of the Fund or 25% of the total annual investment
 income of the Fund. The Fund's management fee for the year ended July 31, 2000,
 was an annualized rate of 0.42%, before any waiver by the Manager if
 applicable.

--------------------------------------------------------------------------------
 TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund on
 an "at-cost" basis. OFS also acts as the transfer and shareholder servicing
 agent for the other Oppenheimer funds.



                     19 OPPENHEIMER MONEY MARKET FUND, INC.



NOTES TO FINANCIAL STATEMENTS CONTINUED

================================================================================
4. ILLIQUID OR RESTRICTED SECURITIES

As of July 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 July 31, 2000 was $109,997,003,
which represents 6.07% of the Fund's net assets, of which $10,000,000 is
considered restricted. Information concerning restricted securities is as
follows:

                                                                                             VALUATION
                                                                                        PER UNIT AS OF
SECURITY                                         ACQUISITION DATE    COST PER UNIT       JULY 31, 2000
------------------------------------------------------------------------------------------------------

SHORT-TERM NOTES
Travelers Insurance Co., 6.704%, 10/5/00                  10/1/99            $1.00               $1.00




                     20 OPPENHEIMER MONEY MARKET FUND, INC.







                                                     Appendix A

---------------------------------------------------------------------------------------------------------------------
                                          Description of Securities Ratings
---------------------------------------------------------------------------------------------------------------------


Below is a description of the two highest rating categories for Short Term Debt and Long Term Debt by the
"Nationally-Recognized Statistical Rating Organizations" which the Manager evaluates in purchasing securities on
behalf of the Fund.  The ratings descriptions are based on information supplied by the ratings organizations to
subscribers.

Short Term Debt Ratings.

Moody's Investors Service, Inc.  ("Moody's")
---------------------------------------------------------------------------------------------------------------------

The following rating designations for commercial paper (defined by Moody's as promissory obligations not having
original maturity in excess of nine months), are judged by Moody's to be investment grade, and indicate the
relative repayment capacity of rated issuers:

Prime-1: Superior capacity for repayment.  Capacity will normally be evidenced by the following characteristics:
(a) leading market positions in well-established industries; (b) high rates of return on funds employed; (c)
conservative capitalization structures with moderate reliance on debt and ample asset protection; (d) broad margins
in earning coverage of fixed financial charges and high internal cash generation; and (e) well-established access
to a range of financial markets and assured sources of alternate liquidity.

Prime-2: Strong capacity for repayment.  This will normally be evidenced by many of the characteristics cited above
but to a lesser degree.  Earnings trends and coverage ratios, while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may be more affected by external conditions.  Ample
alternate liquidity is maintained.

         Moody's ratings for state and municipal short-term obligations are designated "Moody's Investment Grade"
("MIG"). Short-term notes which have demand features may also be designated as "VMIG".  These rating categories are
as follows:

MIG 1/VMIG 1: Denotes superior credit quality. Excellent protection is afforded by established cash flows, highly
reliable liquidity support or demonstrated broad-based access to the market for refinancing..

MIG 2/VMIG 2: Denotes strong credit quality. Margins of protection are ample although not as large as in the
preceding group.







Standard & Poor's Rating Services ("S&P")
---------------------------------------------------------------------------------------------------------------------

The following ratings by S&P for commercial paper (defined by S&P as debt having an original maturity of no more
than 365 days) assess the likelihood of payment:

A-1: Obligation is rated in the highest category. The obligor's capacity to meet its financial commitment on the
obligation is strong. Within this category, a plus (+) sign designation indicates the obligor's capacity to meet
its financial obligation is extremely strong.

A-2: Obligation is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories. However, the obligor's capacity to meet its financial
commitment on the obligation is satisfactory.

S&P's ratings for Municipal Notes due in three years or less are:
-----------------------------------------------------------------

SP-1: Strong capacity to pay principal and interest. An issue with a very strong capacity to pay debt service is
given a (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and
economic changes over the term of the notes.

S&P assigns "dual ratings" to all municipal debt issues that have a demand or double feature as part of their
provisions.  The first rating addresses the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature.  With short-term demand debt, S&P's note rating symbols are used
with the commercial paper symbols (for example, "SP-1+/A-1+").


Fitch, Inc. ("Fitch")
---------------------------------------------------------------------------------------------------------------------

("Fitch"): Fitch assigns the following short-term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including commercial paper, certificates of deposit,
medium-term notes, and municipal and investment notes:

F1: Highest credit quality. Strongest capacity for timely payment of financial commitments. May have an added "+"
to denote any exceptionally strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of
safety is not as great as in the case of higher ratings.


THOMSON FINANCIAL BANKWATCH ("TBW")
---------------------------------------------------------------------------------------------------------------------

The following short-term ratings apply to commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.

TBW-1: The highest category; indicates a very high likelihood that principal and interest will be paid on a timely
basis.

TBW-2: The second highest rating category; while the degree of safety regarding timely repayment of principal and
interest is strong, the relative degree of safety is not as high as for issues rated "TBW-1".


Long Term Debt Ratings.

These ratings are relevant for securities purchased by the Fund with a remaining maturity of 397 days or less, or
for rating issuers of short-term obligations.


---------------------------------------------------------------------------------------------------------------------
Moody's Investors Service, Inc.  ("Moody's")

Bonds (including municipal bonds) are rated as follows:

Aaa: Judged to be the best quality. They carry the smallest degree of investment risk.  Interest payments are
protected by a large or by an exceptionally stable margin and principal is secure.  While the various protective
elements are likely to change, the changes that can be expected are most unlikely to impair the fundamentally
strong position of such issues.

Aa: Judged to be of high quality by all standards. Together with the "Aaa" group, they comprise what are generally
known as high-grade bonds.  They are rated lower than the best bonds because margins of protection may not be as
large as with "Aaa" securities or fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risk appear somewhat larger than that of "Aaa" securities.

         Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating classification. The modifier "1"
indicates that the obligation ranks in the higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates a ranking in the lower end of that generic rating category.


Standard & Poor's Rating Services ("S&P")
---------------------------------------------------------------------------------------------------------------------

Bonds (including municipal bonds) are rated as follows:

AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's. The highest rating assigned by S&P.
The obligor's capacity to meet its financial commitment on the obligation is extremely strong.

AA: Bonds rated "AA" differ from the highest rated obligations only in small degree. A strong capacity to meet its
financial commitment on the obligation is very strong.







Fitch, Inc. ("Fitch")
---------------------------------------------------------------------------------------------------------------------

AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of credit risk. They are assigned only in
the case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA: Very High Credit Quality. "AA" ratings denote a very low expectation of credit risk. They indicate a very
strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

         Because bonds rated in the "AAA" and "AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".


THOMSON FINANCIAL BANKWATCH ("TBW")
---------------------------------------------------------------------------------------------------------------------

TBW issues the following ratings for companies.

Investment Grade. Long-Term Debt Ratings assigned by TBW also weigh heavily government ownership and support. The
----------------
quality of both the company's management and franchise are of even greater importance in the long-term debt rating
decisions.

AAA: Indicates that the ability to repay principal and interest on a timely basis is extremely high.

AA: Indicates a very strong ability to repay principal and interest on a timely basis, with limited incremental
risk compared to issuers rated in the highest category.

Global Issuer Ratings. These ratings assess the likelihood of receiving payment of principal and interest on a
---------------------
timely basis and incorporate TBW's opinion as to the vulnerability of the company to adverse developments, which
may impact the market's perception of the company, thereby affecting the marketability of its securities.

A: The company possesses an exceptionally strong balance sheet and earnings record, translating into an excellent
reputation and unquestioned access to its natural money markets.  If weakness or vulnerability exists in any aspect
of the company's business, it is entirely mitigated by the strengths of the organization.

A/B: The company is financially very solid with a favorable track record and no readily apparent weakness.  Its
overall risk profile, while low, is not quite as favorable as for companies in the highest rating category.






                                                         B-1
                                                     Appendix B


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                                              Industry Classifications
---------------------------------------------------------------------------------------------------------------------

Aerospace/Defense                                           Food and Drug Retailers
Air Transportation                                          Gas Utilities
Asset-Backed                                                Health Care/Drugs
Auto Parts and Equipment                                    Health Care/Supplies & Services
Automotive                                                  Homebuilders/Real Estate
Bank Holding Companies                                      Hotel/Gaming
Banks                                                       Industrial Services
Beverages                                                   Information Technology
Broadcasting                                                Insurance
Broker-Dealers                                              Leasing & Factoring
Building Materials                                          Leisure
Cable Television                                            Manufacturing
Chemicals                                                   Metals/Mining
Commercial Finance                                          Nondurable Household Goods
Communication Equipment                                     Office Equipment
Computer Hardware                                           Oil - Domestic
Computer Software                                           Oil - International
Conglomerates                                               Paper
Consumer Finance                                            Photography
Consumer Services                                           Publishing
Containers                                                  Railroads & Truckers
Convenience Stores                                          Restaurants
Department Stores                                           Savings & Loans
Diversified Financial                                       Shipping
Diversified Media                                           Special Purpose Financial
Drug Wholesalers                                            Specialty Printing
Durable Household Goods                                     Specialty Retailing
Education                                                   Steel
Electric Utilities                                          Telecommunications - Long Distance
Electrical Equipment                                        Telephone - Utility
Electronics                                                 Textile, Apparel & Home Furnishings
Energy Services                                             Tobacco
Entertainment/Film                                          Trucks and Parts
Environmental                                               Wireless Services
Food







---------------------------------------------------------------------------------------------------------------------
Oppenheimer Money Market Fund, Inc.
---------------------------------------------------------------------------------------------------------------------

Investment Advisor
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203

Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.525.7048
Web Site: http://www.oppenheimerfunds.com

Custodian bank
Citibank, N.A.
399 Park Avenue
New York, New York 10043

Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado  80202

Legal Counsel
Mayer, Brown & Platt
1675 Broadway
New York, New York 10019-5820

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