485a

485APOS 1 mmf485a2002.htm MMF485A2002 485a

Registration No. 2-49887
File No. 811-2454

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 [ ]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. 64 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]

Amendment No. 33 [X]

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OPPENHEIMER MONEY MARKET FUND, INC.
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(Exact Name of Registrant as Specified in Charter)

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6803 South Tucson Way, Englewood, CO 80112
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(Address of Principal Executive Offices) (Zip Code)

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(303) 768-3200
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(Registrant's Telephone Number, including Area Code)

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Robert G. Zack, Esq.
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OppenheimerFunds, Inc.

498 Seventh Avenue, New York, New York 10018

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(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b)
[ ] On _____________ pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X ] On September 24, 2002 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _______________ pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a previously filed post-effective
amendment.

Oppenheimer
Money Market Fund, Inc.

Prospectus dated September 24, 2002

Oppenheimer Money Market Fund, Inc. is a money market
mutual fund. Its goal is to seek the maximum current
income that is consistent with stability of principal.
The Fund invests in short-term, high-quality "money
market" instruments.
This Prospectus contains important information
about the Fund's objective, its investment policies,
strategies and risks. It also contains important
information about how to buy and sell shares of the
Fund and other account features. Please read this
Prospectus carefully before you invest and keep it for
future reference about your account.

As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved the Fund's
securities nor has it determined that this Prospectus is
accurate or complete. It is a criminal offense to
represent otherwise.

(OppenheimerFunds logo)

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Strategies

Main Risks of Investing in the Fund

The Fund's Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

ABOUT YOUR ACCOUNT

How to Buy Shares

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Web Site
Retirement Plans

How to Sell Shares
By Mail
By Telephone
By Checkwriting

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends and Tax Information

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund's objective is to seek the maximum current income that is
consistent with stability of principal.

WHAT DOES THE FUND INVEST IN? The Fund is a money market fund. It invests in a variety of high-quality money
market instruments to seek income. Money market instruments are short-term debt instruments issued by the U.S.
government, domestic and foreign corporations and financial institutions and other entities. They include, for
example, bank obligations, repurchase agreements, commercial paper, other corporate debt obligations and
government debt obligations.

To be considered "high-quality," generally they must be rated in one of the two highest credit-quality
categories for short-term securities by nationally-recognized rating services. If unrated, a security must be
determined by the Fund's investment manager to be of comparable quality to rated securities.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors who want to earn income at current money market
rates while preserving the value of their investment, because the Fund tries to keep its share price stable at
$1.00. Income on short-term securities tends to be lower than income on longer term debt securities, so the
Fund's yield will likely be lower than the yield on longer-term fixed income funds. The Fund also offers easy
access to your money through checkwriting and wire redemption privileges. The Fund does not invest for the
purpose of seeking capital appreciation or gains and is not a complete investment program.

Main Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments are subject to changes in their value from a
number of factors, described below. There is also the risk that the value of your investment could be eroded
over time by the effects of inflation and that poor security selection by the Fund's investment Manager,
OppenheimerFunds, Inc., will cause the Fund to underperform other funds having similar objectives.

There are risks that any of the Fund's holdings could have its credit rating downgraded, or the issuer
could default, or that interest rates could rise sharply, causing the value of the Fund's investments (and its
share price) to fall. As a result, there is a risk that the Fund's shares could fall below $1.00 per share.

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per
share, it is possible to lose money by investing in the Fund.

The Fund's Performance

The bar chart and table below show one measure of the risks of investing in the Fund by showing changes in the
Fund's performance from year to year for the last ten calendar years and by showing the average annual total
returns for the 1-, 5- and 10- year periods. Variability of returns is one measure of the risks of investing in
a money market fund. The Fund's past investment performance does not predict how the Fund will perform in the
future.

Annual Total Returns (as of 12/31 each year)

[See appendix to prospectus for annual total return data for bar chart.]

For the period from 1/1/02 through 6/30/02, the cumulative total return (not annualized) was ____%. Expenses
during that period are not representative of expenses during current periods, as explained under "Fees and
Expenses of the Fund" below. During the period shown in the bar chart, the highest return (not annualized) for a
calendar quarter was ____% (___ Q ___) and the lowest return for a calendar quarter was _____% (____ Q ___).

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

Average Annual Total
Returns for the periods
ended December 31, 2001 1 Year 5 Years 10 Years

Fund Shares ____% _____% ____%

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

The returns measure the performance of a hypothetical account and assume that all distributions have been
reinvested in additional shares.
The total returns are not the Fund's current yield. The Fund's yield more closely reflects the Fund's current
earnings. To obtain the Fund's current 7-day yield information, please call the Transfer Agent toll-free at
1.800.525.7048.

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for investment management, administration and other services. Those
expenses are subtracted from the Fund's assets to calculate the Fund's net asset value per share. All
shareholders therefore pay those expenses indirectly. The following tables are meant to help you understand the
fees and expenses you may pay if you buy and hold shares of the Fund. During the period February 1, 2002 to July
30, 2002, the Manager, OppenheimerFunds, Inc., reimbursed the Fund for $x of its expenses. Under a new investment
advisory agreement approved by shareholders on July 29, 2002, no future expense reimbursements are anticipated.
For that reason, the numbers below are based on the Fund's expenses during its fiscal year ended July 31, 2002,
without taking into consideration these expense reimbursements.

Shareholder Fees. The Fund does not charge any initial sales charge to buy shares or to reinvest dividends.
There are no exchange fees or redemption fees and no contingent deferred sales charges (unless you buy Fund
shares by exchanging Class A shares of other Oppenheimer funds that were purchased subject to a contingent
deferred sales charge, as described in "How to Sell Shares").

Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)

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

Management Fees ____%

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------------------------------------------------------- ----------------------------------------------------
Distribution (12b-1) Fees None
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------------------------------------------------------- ----------------------------------------------------

Other Expenses _____%

Total Annual Operating Expenses _____%

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"Other expenses" in the table include transfer agent fees, custodial fees, and accounting and legal expenses the
Fund pays. The Fund's transfer agent has voluntarily agreed to limit transfer and shareholder servicing agent
fees to 0.35% per annum, effective October 1, 2001. That undertaking may be amended or withdrawn at any time.
Management fees were x% and total operating expenses were y% when non-recurring expense reimbursements described
above are taken into effect.

EXAMPLE. The following example is intended to help you compare the cost of investing in the Fund with the cost
of investing in other mutual funds.

The example assumes that you invest $10,000 in shares of the Fund for the time periods indicated and then redeem
all of your shares at the end of those periods. The example also assumes that your investment has a 5% return
each year and that the Fund's operating expenses remain the same. Your actual costs may be higher or lower,
because expenses will vary over time. Based on these assumptions your expenses would be as follows, whether or
not you redeem your investment at the end of each period:

------------------------- ----------------------------- ---------------------------- -----------------------
1 Year 3 Years 5 Years 10 Years
------------------------- ----------------------------- ---------------------------- -----------------------
------------------------- ----------------------------- ---------------------------- -----------------------

$--- $--- $--- $---

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

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The Fund invests in short-term money market securities meeting quality
standards established by its Board of Directors as well as rules that apply to money market funds under the
Investment Company Act. The Statement of Additional Information contains more detailed information about the
Fund's investment policies and risks.

The Manager tries to reduce risks by diversifying investments and by carefully researching investments
before they are purchased. The rate of the Fund's income will vary from day to day, generally reflecting changes
in overall short-term interest rates. There is no assurance that the Fund will achieve its investment objective.

What Does the Fund Invest In? Money market instruments are high-quality, short-term debt instruments. They may
have fixed, variable or floating interest rates. All of the Fund's money market investments must meet
the special quality and maturity requirements set under the Investment Company Act and the special
standards set by the Fund's Board, described briefly below. The following is a brief description of the
types of money market securities the Fund may invest in.

o U.S. Government Securities. These include obligations issued or guaranteed by the U.S. Government
or any of its agencies or instrumentalities. Some are direct obligations of the U.S. Treasury, such as
Treasury bills, notes and bonds, and are supported by the full faith and credit of the United States.
Other U.S. government securities, such as pass-through certificates issued by the Government National
Mortgage Association (Ginnie Mae), are also supported by the full faith and credit of the U.S.
government. Some government securities agencies or instrumentalities of the U.S. government are
supported by the right of the issuer to borrow from the U.S. Treasury, such as securities of Federal
National Mortgage Association (Fannie Mae). Others may be supported only by the credit of the
instrumentality, such as obligations of Federal Home Loan Mortgage Corporation (Freddie Mac).

o Bank Obligations. The Fund can buy time deposits, certificates of deposit and bankers'
acceptances. These obligations must be denominated in U.S. dollars, even if issued by a foreign bank.

o Commercial Paper. Commercial paper is a short-term, unsecured promissory note of a domestic or
foreign company or other financial firm. The Fund may buy commercial paper only if it matures in nine
months or less from the date of purchase.

o Corporate Debt Obligations. The Fund can invest in other short-term corporate debt obligations,
besides commercial paper, that at the time of purchase by the Fund meets the Fund's quality standards,
described below.

o Other Money Market Obligations. The Fund may invest in money market obligations other than those
listed above if they are subject to repurchase agreements or guaranteed as to their principal and
interest by a corporation whose commercial paper may be purchased by the Fund or by a domestic bank.
The bank must meet credit criteria set by the Fund's Board of Directors.

Additionally, the Fund may buy other money market instruments that its Board of Directors approves from
time to time. They must be U.S. dollar-denominated short-term investments that the Board must determine to have
minimal credit risks.

Currently, the Board has approved the purchase of dollar-denominated obligations of foreign banks
payable in the U.S. or in other approved locations, floating or variable rate demand notes, asset-backed
securities, and bank loan participation agreements. Their purchase may be subject to restrictions adopted by the
Board from time to time. That limitation does not apply to securities issued by foreign branches of U.S. banks.

WHAT CREDIT QUALITY AND MATURITY STANDARDS APPLY TO THE FUND'S INVESTMENTS? Money market instruments are subject
to credit risk, the risk that the issuer might not make timely payments of interest on the security or repay
principal when it is due. The Fund may buy only those investments that meet standards set by the Board of
Directors and in the Investment Company Act for money market funds. The Fund's Board has adopted evaluation
procedures for the Fund's portfolio, and the Manager has the responsibility to implement those procedures when
selecting investments for the Fund.

In general, the Fund buys only high-quality investments that the Manager believes present minimal credit
risk at the time of purchase. "High-quality" investments are:

o rated in one of the two highest short-term rating categories of two national rating
organizations, or

o rated by one rating organization in one of its two highest rating categories (if only one
rating organization has rated the investment), or

o unrated investments, subject to review by the Fund's Board, that the Manager determines are
comparable in quality to the two highest rating categories.

The procedures also limit the amount of the Fund's assets that can be invested in the securities of any
one issuer (other than the U.S. government, its agencies and instrumentalities), to spread the Fund's investment
risks. A security's maturity must not exceed 397 days. Finally, the Fund must maintain an average portfolio
maturity of not more than 90 days, to reduce interest rate risks.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Board of Directors of the Fund may change
non-fundamental policies without shareholder approval, although significant changes will be described in
amendments to this Prospectus. Fundamental policies cannot be changed without the approval of a majority of the
Fund's outstanding voting shares. The Fund's investment objective is a fundamental policy. Some investment
restrictions that are fundamental policies are listed in the Statement of Additional Information. An investment
policy is not fundamental unless this Prospectus or the Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques involve risks, although
some of them are designed to help reduce overall investment or market risks. The Statement of Additional
Information contains more information about some of these practices.

Floating Rate/Variable Rate Notes. The Fund can purchase notes with floating or variable interest rates.
Variable rates are adjustable at stated periodic intervals. Floating rates are adjusted automatically
according to a specified market rate or benchmark, such as the prime rate of a bank. If the maturity of
a note is greater than 397 days, it may be purchased only if it has a demand feature. That feature must
permit the Fund to recover the principal amount of the note on not more than thirty days' notice at any
time, or at specified times not exceeding 397 days from purchase.

Obligations of Foreign Banks and Foreign Branches of U.S. Banks. The Fund can invest in U.S. dollar-denominated
securities of foreign banks that are payable in the U.S. or in locations approved by the Fund's Board.
It can also buy dollar-denominated securities of foreign branches of U.S. banks. These securities have
investment risks different from obligations of domestic branches of U.S. banks. Risks that may affect
the bank's ability to pay its debt include:

o political and economic developments in the country in which the bank or branch is located,
o imposition of withholding taxes on interest income payable on the securities,
o seizure or nationalization of foreign deposits,
o the establishment of exchange control regulations and
o the adoption of other governmental restrictions that might affect the payment of principal and
interest on those securities.

Additionally, not all of the U.S. and state banking laws and regulations that apply to domestic banks
and that are designed to protect depositors and investors apply to foreign branches of domestic banks. None of
those U.S. and state regulations apply to foreign banks.

Asset-Backed Securities. The Fund can invest in asset-backed investments. These are
fractional interests in pools of consumer loans and other trade receivables, which are the
obligations of a number of different parties. The income from the underlying pool is passed
through to investors, such as the Fund.

These investments might be supported by a credit enhancement, such as a letter of credit, a guarantee or
a preference right. However, the credit enhancement generally applies only to a fraction of the security's
value. If the issuer of the security has no security interest in the related collateral, there is the risk that
the Fund could lose money if the issuer defaults.

Repurchase Agreements. The Fund may enter into repurchase agreements. In a repurchase
transaction, the Fund buys a security and simultaneously sells it to the vendor for delivery at a
future date. Repurchase agreements must be fully collateralized. 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. There is no
limit on the amount of the Fund's net assets that may be subject to repurchase agreements of 7
days or less.

Illiquid and Restricted Securities. Investments may be illiquid because they do not have 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 limit on resale or which cannot be sold
publicly until it is registered under federal securities laws. The Fund will not invest more than
10% of its net assets in illiquid or restricted securities. That limit does not apply to certain
restricted securities that are eligible for resale to qualified institutional purchasers.
The Manager monitors holdings of illiquid securities on an ongoing basis to determine whether
to sell any holdings to maintain adequate liquidity. Difficulty in selling a security may result
in a loss to the Fund or additional costs.
How the Fund is Managed

THE MANAGER. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries
out its duties, subject to the policies established by the Fund's Board of Directors, under an investment
advisory agreement which states the Manager's responsibilities. The agreement sets the fees the Fund pays to the
Manager and describes the expenses that the Fund is responsible to pay to conduct its business.

The Manager has operated as an investment advisor since January 1960. The Manager and its subsidiaries
and affiliates managed more than $125 billion in assets as of June 30, 2002, including other Oppenheimer funds
with more than 7 million shareholder accounts. The Manager is located at 6803 South Tucson Way, Englewood, CO
80112.

Portfolio Managers. Carol E. Wolf and Barry D. Weiss are the portfolio managers and are Vice Presidents of
the Fund. They are the persons principally responsible for the day-to-day management of the Fund's
portfolio. Ms. Wolf has had this responsibility since November 1988 and Mr. Weiss, since July 2001. Ms.
Wolf is a Senior Vice President of the Manager and Mr. Weiss is a Vice President, and each is an officer and
portfolio manager of other Oppenheimer funds. Prior to joining the Manager as Senior Credit Analyst in
February, 2000, Mr. Weiss held the following positions: Associate Director, Fitch IBCA Inc. (April 1998 -
February 2000); News Director, Fitch Investors Service (September 1996 - April 1998); Senior Budget Analyst,
City of New York, Office of Management & Budget (February 1990 - September 1996).

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the Manager an advisory fee at an annual
rate that declines on additional assets as the Fund grows: 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 Fund's management fee for the fiscal year ended July 31, 2002 was ____% of the Fund's average
annual net assets, before taking into account expense reimbursements of $x by the Manager during the period
February 1, 2002 to July 30, 2002. Under the Fund's current investment advisory agreement, approved by Fund
shareholders on July 29, 2002, no future expense reimbursements are anticipated.

About Your Account

How to Buy Shares?

HOW DO YOU BUY SHARES? You can buy shares several ways, as described below. The Fund's Distributor,
OppenheimerFunds Distributor, Inc., may appoint servicing agents to accept purchase (and redemption) orders. The
Distributor, in its sole discretion, may reject any purchase order for the Fund's shares.

The Fund intends to be as fully invested as possible to maximize its yield. Therefore, newly-purchased
shares normally will begin to accrue dividends after the Distributor accepts your purchase order, starting on the
business day after the Fund receives Federal Funds from your purchase payment.

Buying Shares Through Your Dealer. You can buy shares through any dealer, broker, or
financial institution that has a sales agreement with the Distributor. Your dealer will place your
order with the Distributor on your behalf.

o Guaranteed Payment Procedures. Some broker-dealers may have arrangements with the Distributor to
enable them to place purchase orders for shares on a regular business day and to guarantee that the
Fund's custodian bank will receive Federal Funds to pay for the shares by 2:00 P.M. on the next regular
business day. The shares will start to accrue dividends starting on the day the Federal Funds are
received by 2:00 P.M.

Buying Shares Through the Distributor. Complete an OppenheimerFunds New Account Application
and return it with a check payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box
5270, Denver, Colorado 80217. Your check should be in U.S. dollars and drawn on a U.S. bank so that
dividends will begin to accrue on the next regular business day after the Distributor
accepts your purchase order. If you don't list a dealer on the application, the Distributor
will act as your agent in buying the shares. However, we recommend that you discuss your
investment with a financial advisor before you make a purchase to be sure that the Fund is appropriate
for you.

o Paying by Federal Funds Wire. Shares purchased through the Distributor may be paid for by Federal
Funds wire. The minimum investment is $2,500. Before sending a wire, call the Distributor's Wire
Department at 1.800.525.7048 to notify the Distributor of the wire, and to receive further instructions.

o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink, you pay for shares by
electronic funds transfers from your bank account. Shares are purchased for your account by a transfer
of money from your bank account through the Automated Clearing House (ACH) System. You can provide
those instructions automatically, under an Asset Builder Plan, described below, or by telephone
instructions using OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink,"
below for more details. Dividends begin to accrue on shares purchased this way on the business day
after the Fund receives the ACH payment from your bank.

o Buying Shares Through Asset Builder Plans. You may purchase shares of the Fund (and up to four other
Oppenheimer funds) automatically each month from your account at a bank or other financial institution
under an Asset Builder Plan with AccountLink. Details are in the Asset Builder Application and the
Statement of Additional Information.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $25 (effective November 1, 2002, the additional purchase amount is
$50). There are reduced minimum investments under special investment plans.

o With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and military allotment plans,
you can make initial and subsequent investments for as little as $25. You can make additional purchases
of at least $25 through AccountLink.

o AccountLink. Effective November 1, 2002, for any new Asset Builder Plan, each purchase must be
at least $50 and shareholders must invest at least $500 before an Asset Builder Plan can be established.
Accounts established prior to November 1, 2002, will remain at $25 for additional purchases.

o Under retirement plans, such as IRAs, pension and profit-sharing plans and 401(k) plans,
you can start your account with as little as $250. If your IRA is started under an Asset Builder
Plan, the $25 minimum applies. Additional purchases may be as little as $25. Effective November
1, 2002, the minimum initial investment to establish an IRA is $500 and additional purchases must be
at least $50. Accounts established prior to November 1, 2002, will remain at $25 for
additional purchases.

o The minimum investment requirement does not apply to reinvesting dividends from the Fund or other
Oppenheimer funds (a list of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or reinvesting distributions from unit investment trusts that
have made arrangements with the Distributor.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price, which is the net asset value per share
without any sales charge. The net asset value per share will normally remain fixed at $1.00 per share. However,
there is no guarantee that the Fund will maintain a stable net asset value of $1.00 per share. The offering price
that applies to a purchase order is based on the next calculation of the net asset value per share that is made
after the Distributor receives the purchase order at its offices in Colorado, or after any agent appointed by the
Distributor receives the order and sends it to the Distributor.

Net Asset Value. The Fund calculates the net asset value of shares of the Fund each day, at 4:00 P.M., on each
day The New York Stock Exchange is open for trading (referred to in this Prospectus as a "regular business day").
All references to time in this Prospectus mean "New York Time."

The net asset value per share is determined by dividing the value of the Fund's net assets attributable to a
class by the number of shares of that class that are outstanding. Under a policy adopted by the Fund's Board of
Directors, the Fund uses the amortized cost method to value its securities to determine net asset value.

If, after the close of the principal market on which a security held by the Fund is traded,
and before the time the Fund's securities are priced that day, an event occurs that the Manager
deems likely to cause a material change in the value of such security, the Fund's Board of Directors may
determine a new value for such security in good faith in accordance with its established pricing procedures.

The Offering Price. To receive the offering price for a particular day, in most cases the Distributor or its
designated agent must receive your order by the time of day The New York Stock Exchange closes that
day. If your order is received on a day when the Exchange is closed or after it has closed, the order
will receive the next offering price that is determined after your order is received.

Buying Through a Dealer. If you buy shares through a dealer, your dealer must receive the order
by the close of The New York Stock Exchange and transmit it to the Distributor so that it is received
before the Distributor's close of business on a regular business day (normally 5:00 P.M.) to
receive that day's offering price. Otherwise, the order will receive the next offering price that is
determined.

WHAT CLASS OF SHARES DOES THE FUND OFFER? The Fund offers investors one class of shares. Those shares are
considered to be Class A shares for the purposes of exchanging them or reinvesting dividends among other
Oppenheimer funds that offer more than one class of shares.

Special Investor Services

ACCOUNTLINK. You can use our AccountLink feature to link your Fund account with an account at a U.S. bank or
other financial institution. It must be an Automated Clearing House (ACH) member. AccountLink lets you:
o transmit funds electronically to purchase shares by telephone (through a service representative or
by PhoneLink) or automatically under Asset Builder Plans, or
o have the Transfer Agent send redemption proceeds or to transmit dividends and distributions
directly to your bank account. Please call the Transfer Agent for more information.

You may purchase shares by telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the Distributor at 1.800.852.8457. The
purchase payment will be debited from your bank account.

AccountLink privileges should be requested on your Application or your dealer's settlement instructions
if you buy your shares through a dealer. After your account is established, you can request AccountLink
privileges by sending signature-guaranteed instructions to the Transfer Agent. AccountLink privileges will apply
to each shareholder listed in the registration on your account as well as to your dealer representative of record
unless and until the Transfer Agent receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank account information must be made by
signature-guaranteed instructions to the Transfer Agent signed by all shareholders who own the account.

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that enables shareholders to perform a
number of account transactions automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification Number (PIN), by calling the special
PhoneLink number, 1.800.533.3310.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling 1.800.533.3310. You
must have established AccountLink privileges to link your bank account with the Fund to pay for these purchases.

Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described below, you can exchange
shares automatically by phone from your Fund account to another Oppenheimer fund account you have already
established by calling the special PhoneLink number.

Selling Shares. You can redeem shares by telephone automatically by calling the PhoneLink number and the Fund
will send the proceeds directly to your AccountLink bank account. Please refer to "How to Sell Shares," below
for details.

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of account transactions to
the Transfer Agent by fax (telecopier). Please call 1.800.525.7048 for information about which transactions may
be handled this way. Transaction requests submitted by fax are subject to the same rules and restrictions as
written and telephone requests described in this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund, as well as your account balance,
on the OppenheimerFunds Internet website, at www.oppenheimerfunds.com. Additionally, shareholders listed in the
account registration (and the dealer of record) may request certain account transactions through a special
section of that website. To perform account transactions or obtain account information online, you must first
obtain a user I.D. and password on that website. If you do not want to have Internet account transaction
capability for your account, please call the Transfer Agent at 1.800.525.7048. At times, the website may be
inaccessible or its transaction features may be unavailable.

AUTOMATIC WITHDRAWAL AND EXCHANGE PLANS. The Fund has several plans that enable you to sell shares automatically
or exchange them to another Oppenheimer fund account on a regular basis. Please call the Transfer Agent or
consult the Statement of Additional Information for details.

REINVESTMENT PRIVILEGE. If you redeem some or all of your Fund shares that were purchased by reinvesting
dividends from the Fund or another Oppenheimer fund account (except Oppenheimer Cash Reserves) or by exchanging
shares from another Oppenheimer fund account

on which you paid a sales charge, you have up to 6 months to reinvest all or part of the redemption proceeds in
Class A shares of other Oppenheimer funds without paying a sales charge. You must be sure to ask the Distributor
for this privilege when you send your payment.

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If you participate in a plan
sponsored by your employer, the plan trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that individuals and employers can use:
Individual Retirement Accounts (IRAs.) These include regular IRAs, Roth IRAs, rollover and Education IRAs.
SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small business owners or self-employed
individuals.
403(b)(7) Custodial Plans. These are tax deferred plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations.
401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and self-employed individuals.

Please call the Distributor for OppenheimerFunds retirement plan documents, which include applications
and important plan information.

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day. Your shares will be sold
at the next net asset value calculated after your order is received in proper form (which means that it must
comply with the procedures described below) and is accepted by the Transfer Agent. The Fund lets you sell your
shares by writing a letter, by using the Fund's checkwriting privilege or by telephone. You can also set up
Automatic Withdrawal Plans to redeem shares on a regular basis. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special situation, such as due to the death of the
owner or from a retirement plan account, please call the Transfer Agent first, at 1.800.525.7048, for assistance.

Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, the following redemption
requests must be in writing and must include a signature guarantee (although there may be other situations that
also require a signature guarantee):
o You wish to redeem $100,000 or more and receive a check
o The redemption check is not payable to all shareholders listed on the account statement
o The redemption check is not sent to the address of record on your account statement
o Shares are being transferred to a Fund account with a different owner or name
o Shares are being redeemed by someone (such as an Executor) other than the owners listed in the
account registration.

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a guarantee of your signature by a
number of financial institutions, including:

o a U.S. bank, trust company, credit union or savings association, or
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities or government securities, or
o a U.S. national securities exchange, a registered securities association or a clearing agency.

If you are signing on behalf of a corporation, partnership or other business or as a fiduciary, you must
also include your title in the signature.

Retirement Plan Accounts. There are special procedures to sell shares in
an OppenheimerFunds retirement plan account. Call the Transfer Agent
for a distribution request form. Special income tax withholding requirements apply to
distributions from retirement plans. You must submit a withholding form with your redemption
request to avoid delay in getting your money and if you do not want tax withheld. If your
employer holds your retirement plan account for you in the name of the plan, you must ask the
plan trustee or administrator to request the sale of the Fund shares in your plan account.

Sending Redemption Proceeds by Wire. While the Fund normally sends your money by check, you can arrange
to have the proceeds of the shares you sell sent by Federal Funds wire to a bank account you
designate. It must be a commercial bank that is a member of the Federal Reserve wire system. The
minimum redemption you can have sent by wire is $2,500. There is a $10 fee for each wire. To
find out how to set up this feature on your account or to arrange a wire, call the Transfer Agent at
1.800.852.8457.

HOW DO YOU SELL SHARES BY MAIL? Write a letter to the Transfer Agent that includes:
o Your name
o The Fund's name
o Your Fund account number (from your account statement)
o The dollar amount or number of shares to be redeemed
o Any special payment instructions
o Any share certificates for the shares you are selling
o The signatures of all registered owners exactly as listed in the account statement, and
o Any special documents requested by the Transfer Agent to assure proper authorization of the person
asking to sell the shares (such as Letters Testamentary of an Executor).

Use the following address for requests by mail: Send courier or express mail requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue, Building D
Denver, Colorado 80217-5270 Denver, Colorado 80231

HOW DO YOU SELL SHARES BY TELEPHONE? You and your dealer representative of record may also sell your shares by
telephone. To receive the redemption price calculated on a particular business day, the Transfer Agent must
receive your call by the close of The New York Stock Exchange that day, which is normally 4:00 P.M., but may be
earlier on some days. You may not redeem shares held in an OppenheimerFunds retirement plan account or under a
share certificate by telephone.
o To redeem shares through a service representative, call 1.800.852.8457
o To redeem shares automatically on PhoneLink, call 1.800.533.3310
o The check for proceeds of telephone redemptions will be payable to the shareholder(s) of record and
will be sent to the address of record for the account.

Whichever method you use, you may have a check sent to the address on the account statement, or, if you
have linked your Fund account to your bank account on AccountLink, you may have the proceeds sent to that bank
account.

Are There Limits On Amounts Redeemed By Telephone?

Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by telephone in any 7-day period. The check
must be payable to all owners of record of the shares and must be sent to the address on the account
statement. This service is not available within 30 days of changing the address on an account.

Telephone Redemptions Through AccountLink. There are no dollar limits on telephone
redemption proceeds sent to a bank account designated when you establish AccountLink. Normally the
ACH transfer to your bank is initiated on the business day after the redemption. You
do not receive dividends on the proceeds of the shares you redeemed while they are waiting to be
transferred.

CHECKWRITING. To write checks against your Fund account, request that privilege on your account Application, or
contact the Transfer Agent for signature cards. They must be signed (with a signature guarantee) by all owners of
the account and returned to the Transfer Agent so that checks can be sent to you to use. Shareholders with joint
accounts can elect in writing to have checks paid over the signature of one owner. If you previously signed a
signature card to establish checkwriting in another Oppenheimer fund, simply call 1.800.525.7048 to request
checkwriting for an account in this Fund with the same registration as the other account.

o Checks can be written to the order of whomever you wish but may not be cashed at the bank the
checks are payable through or the Fund's custodian bank.
o Checkwriting privileges are not available for accounts holding shares that are subject to a
contingent deferred sales charge.

o Checks must be written for at least $100. Effective November 1, 2002, this amount will increase to
$500 for newly issued checkbooks. Checks written below the stated amount on the check will not be
accepted.

o Checks cannot be paid if they are written for more than your account value.

o You may not write a check that would require the Fund to redeem shares that were purchased by check
or Asset Builder Plan payments within the prior 10 days.
o Don't use your checks if you changed your Fund account number, until you receive new checks.

CAN YOU SELL SHARES THROUGH YOUR DEALER? The Distributor has made arrangements to repurchase Fund shares from
dealers and brokers on behalf of their customers. Brokers or dealers may charge for that service. If your
shares are held in the name of your dealer, you must redeem them through your dealer.

Will I Pay a Sales Charge When I Sell My Shares? The Fund does not charge a fee when you redeem shares of this
Fund that you bought directly or by reinvesting dividends or distributions from this Fund or another Oppenheimer
fund. Generally, you will not pay a fee when you redeem shares of this Fund you bought by exchange of shares of
another Oppenheimer fund. However,
o if you bought shares of this Fund by exchanging Class A shares of another Oppenheimer fund that you
bought subject to the Class A contingent deferred sales charge, and
o if those shares remain subject to that Class A contingent deferred sales charge when you exchange
them into this Fund,
o then, you will pay the contingent deferred sales charge if you redeem those shares from this Fund
(i) within 24 months of the purchase date of the shares you exchanged, if you initially purchased
shares of either Rochester Fund Municipals or Oppenheimer
Rochester National Municipals, or (ii) within 18 months of the purchase date of the shares of the
fund you exchanged, if you initially purchased shares of any other Oppenheimer fund.

How to Exchange Shares

Shares of the Fund may be exchanged for Class A shares of certain Oppenheimer funds. To exchange shares, you must
meet several conditions:

o Shares of the fund selected for exchange must be available for sale in your state of residence.
o The prospectuses of this Fund and the fund whose shares you want to buy must offer the exchange
privilege.
o You must hold the shares you buy when you establish your account for at least 7 days before you can
exchange them. After the account is open 7 days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.

Shares of a particular class of an Oppenheimer fund may be exchanged only for shares of the same class
in other Oppenheimer funds. For example, you can exchange shares of this Fund only for Class A shares of another
fund, and you can exchange only Class A shares of another Oppenheimer fund for shares of this Fund.

You may pay a sales charge when you exchange shares of this Fund. Because shares of this Fund are sold
without sales charge, in some cases you may pay a sales charge when you exchange shares of this Fund for shares
of other Oppenheimer funds that are sold subject to a sales charge. You will not pay a sales charge when you
exchange shares of this Fund purchased by reinvesting dividends or distributions from this Fund or other
Oppenheimer funds (except Oppenheimer Cash Reserves), or when you exchange shares of this Fund purchased by
exchange of shares of an eligible fund on which you paid a sales charge.

For tax purposes, exchanges of shares involve a sale of the shares of the fund you own and a purchase of
the shares of the other fund, which may result in a capital gain or loss. Since shares of this Fund normally
maintain a $1.00 net asset value, in most cases you should not realize a capital gain or loss when you sell or
exchange your shares.

You can find a list of Oppenheimer funds currently available for exchanges in the Statement of
Additional Information or obtain one by calling a service representative at 1.800.525.7048. That list can change
from time to time.

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or by telephone:

Written Exchange Requests. Complete an OppenheimerFunds Exchange Request form, signed by all owners of the
account. Send it to the Transfer Agent at the address on the Back Cover.

Telephone Exchange Requests. Telephone exchange requests may be made either by calling a service representative
at 1.800.852.8457, or by using PhoneLink for automated exchanges by calling 1.800.533.3310. Telephone
exchanges may be made only between accounts that are registered with the same name(s) and address.
Shares held under certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:
o Shares are normally redeemed from one fund and purchased from the other fund in the exchange
transaction on the same regular business day on which the Transfer Agent receives an exchange request
that conforms to the policies described above. It must be received by the close of The New York Stock
Exchange that day, which is normally 4:00 P.M. but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into up to seven days if it determines
it would be disadvantaged by a same-day exchange.

o Because excessive trading can hurt fund performance and harm shareholders, the Fund reserves the
right to refuse any exchange request that it believes will disadvantage it, or to refuse multiple
exchange requests submitted by a shareholder or dealer.
o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide
you notice whenever it is required to do so by applicable law, but it may impose changes at any time
for emergency purposes.
o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited
above, only the shares eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling and exchanging shares is contained
in the Statement of Additional Information.

Effective September 27, 2002, a $12 annual fee will be charged on any account valued at less than $500. This fee
will not be charged for:

o Accounts that have balances below $500 due to the automatic conversion of shares from Class B to Class A
shares
o Accounts with an active Asset Builder Plan, payroll deduction plan or military allotment plan
o OppenheimerFunds-sponsored group retirement accounts that are making continuing purchases
o Certain accounts held by broker-dealers through the National Securities Clearing Corporation
o Accounts that fall below the $500 threshold due solely to market fluctuations within the 12-month period
preceding the date the fee is deducted

The first annual fee will be charged on or about September 27, 2002, and annually thereafter on or about
the second to last business day of September. This annual fee will be waived for any shareholders who elect to
access their account documents through electronic document delivery rather than in paper copy and who elect to
utilize the Internet or PhoneLink as their primary source for their general servicing needs. To sign up to access
account documents electronically via eDocs Direct, please visit the Service Center on our website at
WWW.OPPENHEIMERFUNDS.COM or call 1.888.470.0862 for instructions.
------------------------

The offering of shares may be suspended during any period in which the determination of net asset
value is suspended, and the offering may be suspended by the Board of Directors at any time the
Board believes it is in the Fund's best interest to do so.

Telephone transaction privileges for purchases, redemptions or exchanges may be modified,
suspended or terminated by the Fund at any time. The Fund will provide you notice whenever
it is required to do so by applicable law. If an account has more than one owner, the Fund
and the Transfer Agent may rely on the instructions of any one owner. Telephone privileges apply
to each owner of the account and the dealer representative of record for the account unless the
Transfer Agent receives cancellation instructions from an owner of the account.

The Transfer Agent will record any telephone calls to verify data concerning transactions. It has
adopted other procedures to confirm that telephone instructions are genuine, by requiring
callers to provide tax identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the Fund will not be liable for
losses or expenses arising out of telephone instructions where reasonably believed to be
genuine.

Redemption or transfer requests will not be honored until the Transfer Agent receives all required
documents in proper form. From time to time, the Transfer Agent in its discretion may waive
certain of the requirements for redemptions stated in this Prospectus.

Dealers that can perform account transactions for their clients by participating in
NETWORKING through the National Securities Clearing Corporation are responsible for obtaining
their clients' permission to perform those transactions, and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction erroneously or improperly.

Payment for redeemed shares ordinarily is made in cash. It is forwarded by check, by
AccountLink or by Federal Funds wire (as elected by the shareholder) within seven days after the
Transfer Agent receives redemption instructions in proper form. However, under unusual circumstances
determined by the Securities and Exchange Commission, payment may be delayed or suspended. For
accounts registered in the name of a broker-dealer, payment will normally be forwarded within
three business days after redemption.

The Transfer Agent may delay forwarding a check or processing a payment via AccountLink or Federal Funds
wire for recently purchased shares, but only until the purchase payment has cleared. That delay may be
as much as 10 days from the date the shares were purchased. That delay may be avoided if
you purchase shares by Federal Funds wire or certified check, or arrange with your bank to provide
telephone or written assurance to the Transfer Agent that your purchase payment has cleared.

"Backup Withholding" of Federal income tax may be applied against taxable dividends,
distributions and redemption proceeds (including exchanges) if you fail to furnish the Fund your
correct, certified Social Security or Employer Identification Number when you sign your application,
or if you under-report your income to the Internal Revenue Service.

To avoid sending duplicate copies of materials to households, the Fund will mail only one copy of
each prospectus, annual and semi-annual report and annual notice of the Fund's privacy policy to
shareholders having the same last name and address on the Fund's records. The consolidation of these
mailings, called householding, benefits the Fund through reduced mailing expense.

If you want to receive multiple copies of these materials, you may call the Transfer Agent at
1.800.525.7048. You may also notify the Transfer Agent in writing. Individual copies of
prospectuses, reports and privacy notices will be sent to you commencing 30 days after the Transfer
Agent receives your request to stop householding.

Dividends and Tax Information

DIVIDENDS. The Fund intends to declare dividends from net investment income each regular business day and to pay
those dividends to shareholders monthly on a date selected by the Board of Directors. To maintain a net asset
value of $1.00 per share, the Fund might withhold dividends or make distributions from capital or capital gains.
Daily dividends will not be declared or paid on newly purchased shares until Federal Funds are available to the
Fund from the purchase payment for such shares.

CAPITAL GAINS. The Fund normally holds its securities to maturity and therefore will not usually pay capital
gains. Although the Fund does not seek capital gains, it could realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term or long-term capital gains in
December of each year. The Fund may make supplemental distributions of dividends and capital gains following the
end of its fiscal year.

WHAT ARE YOUR CHOICES FOR RECEIVING DISTRIBUTIONS? When you open your account, specify on your application how
you want to receive your dividends and distributions. You have four options:

Reinvest All Distributions in the Fund. You can elect to reinvest all dividends and capital
gains distributions in additional shares of the Fund.

Reinvest Dividends or Capital Gains. You can elect to reinvest some distributions (dividends,
short-term capital gains or long-term capital gains distributions) in the Fund while
receiving the other types of distributions by check or having them sent to your bank account
through AccountLink.

Receive All Distributions in Cash. You can elect to receive a check for all dividends and
capital gains distributions or have them sent to your bank through AccountLink.

Reinvest Your Distributions in Another OppenheimerFunds Account. You can reinvest all distributions
in the same class of shares of another Oppenheimer fund account you have established.

TAXES. If your shares are not held in a tax-deferred retirement account, you should be aware of the following
tax implications of investing in the Fund. The Fund expects that its distributions will consist primarily of
ordinary income. Dividends paid from net investment income and short-term capital gains are taxable as ordinary
income. Long-term capital gains are taxable as long-term capital gains when distributed to shareholders, and may
be taxable at different rates depending on how long the Fund holds the asset. It does not matter how long you
have held your shares. Whether you reinvest your distributions in additional shares or take them in cash, the tax
treatment is the same.

Every year the Fund will send you and the IRS a statement showing the amount of each taxable
distribution you received in the previous year. Any long-term capital gains distributions will be separately
identified in the tax information the Fund sends you after the end of the calendar year.

Remember, There May be Taxes on Transactions. Because the Fund seeks to maintain a stable
$1.00 per share net asset value, it is unlikely that you will have a capital gain or loss when
you sell or exchange your shares. A capital gain or loss is the difference between the
price you paid for the shares and the price you received when you sold them. Any capital
gain is subject to capital gains tax.

Returns of Capital Can Occur. In certain cases, distributions made by the Fund may be
considered a non-taxable return of capital to shareholders. If that occurs, it will be
identified in notices to shareholders.

This information is only a summary of certain federal income tax information about your investment. You
should consult with your tax adviser about the effect of an investment in the Fund on your particular tax
situation.

Financial Highlights

The Financial Highlights Table is presented to help you understand the Fund's financial performance for the past
fiscal 5 years. Certain information reflects financial results for a single Fund share. The total returns in
the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been audited by KPMG LLP, the Fund's
independent auditors, whose report, along with the Fund's financial statements, is included in the Statement of
Additional Information, which is available on request.

For More Information on Oppenheimer Money Market Fund, Inc.
The following additional information about the Fund is available without charge upon request:

STATEMENT OF ADDITIONAL INFORMATION
This document includes additional information about the Fund's investment policies, risks, and operations. It is
incorporated by reference into this Prospectus (which means it is legally part of this Prospectus).

ANNUAL AND SEMI-ANNUAL REPORTS
Additional information about the Fund's investments and performance is available in the Fund's Annual and
Semi-Annual Reports to shareholders. The Annual Report includes a discussion of market conditions and investment
strategies that significantly affected the Fund's performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and Semi-Annual Reports, the notice
explaining the Fund's privacy policy and other information about the Fund or your account:

By Telephone:
Call OppenheimerFunds Services toll-free:
1.800.525.7048

By Mail:
Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

On the Internet:

You can send us a request by e-mail or read or download documents on the OppenheimerFunds website:
WWW.OPPENHEIMERFUNDS.COM
------------------------

Information about the Fund including the Statement of Additional Information can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information about the Fund are available on the
EDGAR database on the SEC's Internet website at WWW.SEC.GOV. Copies may be obtained after payment of a
-----------
duplicating fee by electronic request at the SEC's e-mail address: PUBLICINFO@SEC.GOV, or by writing to the SEC's
------------------
Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to make any representations about
the Fund other than what is contained in this Prospectus. This Prospectus is not an offer to sell shares of
the Fund, nor a solicitation of an offer to buy shares of the Fund, to any person in any state or other
jurisdiction where it is unlawful to make such an offer.
The Fund's shares are distributed by:

The Fund's SEC File No.: 811-2454 (logo)OppenheimerFunds Distributor, Inc.
PR0200.001.1102 Printed on recycled paper

APPENDIX TO PROSPECTUS OF
OPPENHEIMER MONEY MARKET FUND, INC.

Graphic material included in the Prospectus of Oppenheimer Money Market Fund, Inc.: "Annual Total
Returns (% as of 12/31 each year)."

A bar chart will be included in the Prospectus of Oppenheimer Money Market Fund, Inc. (the "Fund")
depicting the annual total returns of a hypothetical investment in shares of the Fund for each of the ten most
recent calendar years. Set forth below are the relevant data points that will appear on the bar chart.

Calendar Oppenheimer
Year Money Market Fund, Inc.
Ended Shares
----- ------

12/31/92 3.47%
12/31/93 2.71%
12/31/94 3.76%
12/31/95 5.40%
12/31/96 4.78%
12/31/97 4.94%
12/31/98 4.91%
12/31/99 4.71%
12/31/00 5.92%
12/31/01 3.73%

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

6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048

Statement of Additional Information dated September 24, 2002

This Statement of Additional Information is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus dated September 24, 2002. 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 website at
www.oppenheimerfunds.com.

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

About Your Account

How To Buy Shares..................................................................................................
How To Sell Shares.................................................................................................
How To Exchange Shares.............................................................................................
Dividends and Taxes................................................................................................
Additional Information About the Fund..............................................................................

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

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

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

A B O U T T H E F U N D
-------------------------------------------------------------------------------------------------------------------

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 of 1940 (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, subject to review by the Fund's Board
of Directors, 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.

The Rating Organizations currently designated as nationally-recognized statistical rating organizations
by the Securities and Exchange Commission are Standard & Poor's, a division of the McGraw-Hill Companies, Moody's
Investors Service, Inc. and Fitch, 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. They must meet the credit requirements set by the Manager 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 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 principal investment policies are described in the Prospectus.

Does the Fund Have Additional Fundamental Policies? The following investment restrictions are
fundamental policies of the Fund as contemplated by the Investment Company Act. The limitations of the following
policies may be changed to the extent that the corresponding policies of the Act are changed by amendment,
exemptive or interpretive relief:

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 to the extent permitted under the Investment Company Act, the rules
or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

o The Fund may not borrow money, except to the extent permitted under the Investment Company Act, the
rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules
or regulations may be amended or interpreted from time to time.

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.

|X| Classes of Shares. 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.

|X| 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.

Board of Directors

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. Although the Fund will not normally
hold annual meetings of its shareholders, it may hold shareholder meetings from time to time on important
matters, and shareholders have the right to call a meeting to remove a Director or to take other action described
in the Fund's Articles of Incorporation.

The Board of Directors has an Audit Committee, a Study Committee and a Proxy Committee. The members of
the Audit Committee are Kenneth Randall (Chairman), Benjamin Lipstein and Edward Regan. The Audit Committee held
five meetings during the Fund's fiscal year ended July 31, 2002. The Audit Committee provides the Board with
recommendations regarding the selection of the Fund's independent auditor. The Audit Committee also reviews the
scope and results of audits and the audit fees charged, reviews reports from the Fund's independent auditor
concerning the Fund's internal accounting procedures, and controls and reviews reports of the Manager's internal
auditor, among other duties as set forth in the Committee's charter.

The members of the Study Committee are Benjamin Lipstein (Chairman), Robert Galli and Elizabeth
Moynihan. The Study Committee held seven meetings during the Fund's fiscal year ended July 31, 2002. The Study
Committee evaluates and reports to the Board on the Fund's contractual arrangements, including the Investment
Advisory and Distribution Agreements, transfer and shareholder service agreements and custodian agreements as
well as the policies and procedures adopted by the Fund to comply with the Investment Company Act and other
applicable law, among other duties as set forth in the Committee's charter.

The members of the Proxy Committee are Edward Regan (Chairman), Russell Reynolds and Clayton Yeutter.
The Proxy Committee held no meetings during the fiscal year ended July 31, 2002. The Proxy Committee provides
the Board with recommendations for proxy voting and monitors proxy voting by the Fund.

Directors and Officers of the Fund. The Fund's Directors and officers and their positions held with the Fund and
length of service in such position(s) and their principal occupations and business affiliations during the past
five years are listed below. Each of the Directors, except Mr. Murphy, is an "Independent Director," as defined
in the Investment Company Act. orthe Mr. Murphy is an "Interested Director," because he is affiliated with the
Manager by virtue of his positions as an officer and director of the Manager, and as a shareholder of its parent
company. Mr. Murphy was elected as a Director of the Fund with the understanding that in the event he ceases to
be the chief executive officer of the Manager, he will resign as a director of the Fund and the other Board I
Funds for which he is a trustee or director. The information for the Directors also
includes the dollar range of shares of the Fund as well as the aggregate dollar range of shares of the Board I
Funds beneficially owned by the Director. All of the Directors are also trustees or directors of the following
Oppenheimer funds (referred to as "Board I Funds"):

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

In addition to being a trustee or director of the Board I Funds, Mr. Galli is also a director or trustee
of 10 other portfolios in the OppenheimerFunds complex.

Messrs. Murphy, Molleur, Wixted, Weiss and Zack, and Mses. Feld, Wolf and Ives respectively hold the
same offices with one or more of the other Board I Funds as with the Fund. As of August 31, 2002, the Directors
and officers of the Fund as a group owned of record or beneficially less than 1% of each class of shares of the
Fund. The foregoing statement does not reflect ownership of shares of the Fund held of record by an employee
benefit plan for employees of the Manager, other than the shares beneficially owned under the plan by the
officers of the Fund listed above. In addition, each Independent Director, and his family members, do not own
securities of either the Manager or Distributor of the Board I Funds or any person directly or indirectly
controlling, controlled by or under common control with the Manager or Distributor.

Mr. Reynolds has reported that he has a controlling interest in The Directorship Search Group, Inc., a
director and executive recruiting firm that provided consulting services to Massachusetts Mutual Life Insurance
Company (which controls the Manager and the Distributor) for fees aggregating $75,000 from July 1, 1999 to
December 31, 2001, an amount representing less than 5% of the firm's annual revenues. Mr. Reynolds estimates
that the Directorship Search Group will bill Massachusetts Mutual Life Insurance Company $150,000 for services to
be provided during the calendar year 2002. The Independent Directors have unanimously (except for Mr. Reynolds'
abstention) determined that the consulting arrangements between The Directorship Group, Inc. and Massachusetts
Mutual Life Insurance Company were not material business or professional relationships that would compromise Mr.
Reynolds' status as an Independent Director. However, to assure certainty as to the determinations of the Board
and the Independent Directors as to matters upon which the Investment Company Act or the rules thereunder require
approval by a majority of disinterested Directors, Mr. Reynolds will not be counted for purposes of determining
whether a quorum of Independent Directors was present or whether a majority of Independent Directors approved the
matter.

Independent Directors

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

Dollar Aggregate Dollar
Name, Address,1 Age, Range of Range of Shares
Position(s) Held with Principal Occupation(s) During Past 5 Years / Other Shares Beneficially
Fund and Length of Trusteeships/Directorships Held by Director / Number of Owned in Owned in any of
Service2 Portfolios in Fund Complex Overseen by Director the Fund the Board I Funds

Leon Levy, Chairman of General Partner of Odyssey Partners, L.P. (investment $0 $0
the Board of Directors partnership) (since 1982) and Chairman of the Board of
since 1974 Avatar Holdings, Inc. (real estate development) (since
Age: 76 1981). Oversees 31 portfolios in the OppenheimerFunds
complex.

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

Robert G. Galli, A Trustee or Trustee of other Oppenheimer funds. Formerly Over Over $100,000
Director since 1993 Vice Chairman of the Manager (October 1995 - December
Age: 68 1997). Oversees 41 portfolios in the OppenheimerFunds $100,000
complex.

Phillip A. Griffiths, The Director of the Institute for Advanced Study, $0 Over $100,000
Director since July 2002 Princeton, N.J. (since 1991), director of GSI Lumonics
Age: 63 (since 2001) and a member of the National Academy of
Sciences (since 1979); formerly (in descending
chronological order) a director of Bankers Trust
Corporation, Provost and Professor of Mathematics at Duke
University, a director of Research Triangle Institute,
Raleigh, N.C., and a Professor of Mathematics at Harvard
University. Oversees 31 portfolios in the OppenheimerFunds
complex.

Benjamin Lipstein, Professor Emeritus of Marketing, Stern Graduate School of $50,001 - Over $100,000
Director since 1974 Business Administration, New York University. Oversees 31 $100,000
Age: 78 portfolios in the OppenheimerFunds complex.

Joel W. Motley,3 Director, Columbia Equity Financial Corp. (privately-held $0 $0
Age: 50 financial adviser) (January 2002 - present); Managing
Director, Carmona Motley Inc. (privately-held financial
adviser) (January 2002- present); Formerly he held the
following positions: Managing Director, Carmona Motley
Hoffman Inc. (privately-held financial adviser) (January
1998 - December 2001); Managing Director, Carmona Motley &
Co. (privately-held financial adviser) (January 1992 -
December 1997.

Elizabeth B. Moynihan, Author and architectural historian; a trustee of the Freer $0 $50,001 -
Director since 1992 Gallery of Art and Arthur M. Sackler Gallery (Smithsonian
Age: 72 Institute), Trustees Council of the National Building
Museum; a member of the Trustees Council, Preservation $100,000
League of New York State. Oversees 31 portfolios in the
OppenheimerFunds complex.

Kenneth A. Randall, A director of Dominion Resources, Inc. (electric utility $50,001 - Over $100,000
Director since 1980 holding company) and Prime Retail, Inc. (real estate
Age: 74 investment trust); formerly a director of Dominion Energy,
Inc. (electric power and oil & gas producer), President and
Chief Executive Officer of The Conference Board, Inc.
(international economic and business research) and a $100,000
director of Lumbermens Mutual Casualty Company, American
Motorists Insurance Company and American Manufacturers
Mutual Insurance Company. Oversees 31 portfolios in the
OppenheimerFunds complex.

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

Edward V. Regan, President, Baruch College, CUNY; a director of RBAsset $1 - $50,001 -
Director since 1993 (real estate manager); a director of OffitBank; formerly
Age: 71 Trustee, Financial Accounting Foundation (FASB and GASB),
Senior Fellow of Jerome Levy Economics Institute, Bard
College, Chairman of Municipal Assistance Corporation for
the City of New York, New York State Comptroller and $10,000 $100,000
Trustee of New York State and Local Retirement Fund.
Director/trustee of 31 investment companies in the
OppenheimerFunds complex.

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

Russell S. Reynolds, Chairman of The Directorship Search Group, Inc. (corporate $0 $10,001 - $50,000
Jr., governance consulting and executive recruiting) (since
Director since 1989 1993); a life trustee of International House (non-profit
Age: 70 educational organization), and a trustee of the Greenwich
Historical Society (since 1996). Oversees 31 portfolios in
the OppenheimerFunds complex.

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

Donald W. Spiro, Vice Chairman Emeritus (since January 1991) of the Manager. Over Over $100,000
Chairman of the Board Formerly he held the following positions: Chairman
of Directors, (November 1987 - January 1991) and a director (January 1969
Director since 1985 - August 1999) of the Manager; President and Director of
Age: 76 OppenheimerFunds Distributor, Inc., a subsidiary of the $100,000
Manager and the Fund's Distributor (July 1978 - January
1992). Oversees 31 portfolios in the OppenheimerFunds
complex.

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

Clayton K. Yeutter, Of Counsel, Hogan & Hartson (a law firm) (since 1993). $0 $50,001 -
Director since 1991 Other directorships: Caterpillar, Inc. (since 1993) and
Age: 71 Weyerhaeuser Co. (since 1999). Director/trustee of 31
investment companies in the OppenheimerFunds complex. $100,000
Oversees 31 portfolios in the OppenheimerFunds complex.

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

Interested Director and Officer

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

Name, Address,,3 Age, Principal Occupation(s) During Past 5 Years / Other Dollar Aggregate
Dollar Range of
Range of Shares Owned in
Position(s) Held with Shares any of the
Fund and Length of Trusteeships/Directorships Held by Director / Number of Owned in Oppenheimer
Service4 Portfolios in Fund Complex Overseen by Director the Fund Funds

John V. Murphy, Chairman, Chief Executive Officer and director (since June 30,
President since 2001) and President (since September 2000) of the Manager;
October 2001 President and a director or trustee of other Oppenheimer $10,001 - Over $100,000
and Director since funds; President and a director (since July 2001) of $50,000
July 2002 Oppenheimer Acquisition Corp., the Manager's parent holding
Age: 52 company, and of Oppenheimer Partnership Holdings, Inc. (since
July 2001), a holding company subsidiary of the Manager;
Chairman and a director (since July 2001) of Shareholder
Services, Inc. and of Shareholder Financial Services, Inc.,
transfer agent subsidiaries of the Manager; President (since
November 1, 2001) and a director (since July 2001) of
Oppenheimer Real Asset Management, Inc., an investment advisor
subsidiary of the Manager; President and a director (since
July 2001) of OppenheimerFunds Legacy Program, a charitable
trust program established by the Manager; a director (since
November 2001) of Trinity Investment Management Corp. and
Tremont Advisers, Inc., investment advisory affiliates of the
Manager, and of OAM Institutional, Inc. (since November 2001),
an investment advisory subsidiary of the Manager, and of
HarbourView Asset Management Corporation and OFI Private
Investments, Inc. (since July 2001), investment advisor
subsidiaries of the Manager; formerly President and trustee
(from November 1999 to November 2001) of MML Series Investment
Fund and MassMutual Institutional Funds, open-end investment
companies; Chief Operating Officer (September 2000 - July
2001) of the Manager; Executive Vice President of
Massachusetts Mutual Life Insurance Company (from February
1997 to August 2000); a director (from 1999 to 2000) of C.M.
Life Insurance Company; President, Chief Executive Officer and
a director (from 1999 to 2000) of MML Bay State Life Insurance
Company; Executive Vice President, director and Chief
Operating Officer (from 1995 to 1997) of David L. Babson &
Company, Inc., an investment advisor; Senior Vice President
and director (from 1995 to 1997) of Potomac Babson Inc., an
investment advisor subsidiary of David L. Babson & Company,
Inc.; Senior Vice President (from 1995-1997) and director
(from 1995 to 1999) of DBL Acquisition Corporation, a holding
company for investment advisers; a director (from 1989 - 1998)
of Emerald Isle Bancorp and Hibernia Savings Bank,
wholly-owned subsidiary of Emerald Isle Bancorp. Oversees 67
portfolios in the OppenheimerFunds complex.

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

Officers of the Fund

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

Name, Address,5 Age, Position(s) Held with Principal Occupation(s) During Past 5 Years
Fund and Length of Service6

Barry D. Weiss, Vice President and Portfolio Vice President of the Manager (since July 2001); an officer and
Manager (since July 2001).
Age: 38. portfolio manager of 6 other Oppenheimer funds; formerly Assistant
Vice President and Senior Credit Analyst of the Manager (February
2000-June 2001). Prior to joining the Manager in February 2000, he
was 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).

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

Senior Vice President (since June 2000) of the Manager; an officer
Carol E. Wolf, Vice President and Portfolio
Manager (since November 1988). and portfolio manager of 6 other Oppenheimer funds; formerly Vice
Age: 51. President of the Manager (June 1990 - June 2000).

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

Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the
Treasurer, Principal Financial and Accounting Manager; Treasurer (since March 1999) of HarbourView Asset Management
Officer (since April 1999) Corporation, Shareholder Services, Inc., Oppenheimer Real Asset
Age: 42 Management Corporation, Shareholder Financial Services, Inc.,
Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc.
(since March 2000), OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since May 2000), offshore fund
management subsidiaries of the Manager, and OAM Institutional, Inc.
(since November 2000), an investment advisory subsidiary of the
Manager; Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company, a trust company subsidiary of the Manager;
Assistant Treasurer (since March 1999) of Oppenheimer Acquisition
Corp. and OppenheimerFunds Legacy Program (since April 2000); an
officer of 89 other Oppenheimer funds; formerly Principal and Chief
Operating Officer, Bankers Trust Company - Mutual Fund Services
Division (March 1995 - March 1999).

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

Robert G. Zack, Senior Vice President (since May 1985) and General Counsel (since
Secretary (since November 1, 2001) February 2002) of the Manager; Assistant Secretary of Shareholder
Age: 53 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
89 other Oppenheimer funds; formerly, Acting General Counsel
(November 2001-February 2002) and Associate General Counsel (1984 -
October 2001)

Denis R. Molleur, Vice President and Senior Counsel of the Manager (since July 1999);
Assistant Secretary (since November 1, 2001) an officer of 89 other Oppenheimer funds; formerly a Vice President
Age: 44 and Associate Counsel of the Manager (September 1995 - July 1999).

Katherine P. Feld, Vice President and Senior Counsel of the Manager (since July 1999);
Assistant Secretary (since November 1, 2001) an officer of 89 other Oppenheimer funds; formerly a Vice President
Age: 43 and Associate Counsel of the Manager (June 1990 - July 1999).

Kathleen T. Ives, Vice President and Assistant Counsel of the Manager (since June
Assistant Secretary (since November 1, 2001) 1998); an officer of 89 other Oppenheimer funds; formerly an
Age: 36 Assistant Vice President and Assistant Counsel of the Manager (August
1997 - June 1998); and Assistant Counsel of the Manager (August
1994-August 1997).

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

Remuneration of Directors. The officers of the Fund and one Director of the Fund (Mr. Murphy) are affiliated with
the Manager and receive no salary or fee from the Fund. The remaining Directors of the Fund received the
compensation shown below. The compensation from the Fund was paid during its fiscal year ended July 31, 2002. The
compensation from all of the Board I Oppenheimer funds includes the compensation from the Fund and represents
compensation received as a director, trustee or member of a committee of the Board during the calendar year 2001.

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

Total
Retirement Compensation
Benefits from all
Aggregate Accrued as Board I
Director's Compensation Part of Fund Oppenheimer Funds for
Name and Position from Fund1 Expenses Which Individual
Serves as
Trustee/Director (33
Funds)2

Leon Levy $_____ $_______ $173,700
Chairman

Robert G. Galli3 $_______ $_______ $202,886
Study Committee Member

Philip A. Griffiths4 $_____ $_______ $ 54,889

Benjamin Lipstein $______ $_______ $150,152
Study Committee
Chairman Audit Committee
Member

Elizabeth B. Moynihan $_______ $_______ $105,760
Study Committee
Member

Kenneth A. Randall $_____ $______ $97,012
Audit Committee
Chairman

Edward V. Regan $_____ $_______ $95,960
Proxy Committee Chairman,
Audit Committee Member

Donald W. Spiro $_______ $_______ $64,080

Russell S. Reynolds, Jr. $_______ $_______ $71,792
Proxy Committee
Member

Clayton K. Yeutter5 $_______ $________ $71,792
Proxy Committee
Member

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

Aggregate compensationFor the fiscal year ended July 31, 2002, aggregate compensation includes fees, deferred
compensation, if any, and retirement plan benefits accrued for a Trustee/Director. Mr. Motley was not a
Director during that period.
(2) For the 2001 calendar year.
(3) Total compensation for the 2001 calendar year includes compensation received for serving as a Trustee or
Director of 10 other Oppenheimer funds.
(4) Aggregate compensation from the Fund includes $_______ deferred under Deferred Compensation Plan

described below.

Aggregate compensation from the Fund includes $955 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 August 31, 2002, no persons owned of record or was known by the Fund to own
beneficially 5% or more of the Fund's outstanding shares.

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 website 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 that was approved by Fund
shareholders at a meeting held July 29, 2002, that took effect July 30, 2002. 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.

|X| Annual Approval of Investment Advisory Agreement. Each year, the Board of Directors, including
a majority of the Independent Directors, is required to approve the renewal of the investment advisory agreement.
The Investment Company Act requires that the Board request and evaluate and the Manager provide such information
as may be reasonably necessary

to evaluate the terms of the investment advisory agreement. The Board employs an independent consultant to
prepare a report that provides such information as the Board requests for this purpose.

The Board reviewed the foregoing information in arriving at its decision to approve a new investment
advisory agreement and to recommend that agreement to shareholders. The Fund's shareholders approved that
agreement (the "Agreement") at a meeting held July 29, 2002, and the agreement took effect July 30, 2002. Among
other factors, the Board considered:
o The nature, cost, and quality of the services provided to the Fund and its shareholders;
o The profitability of the Fund to the Manager;
o The investment performance of the Fund in comparison to regular market indices;
o Economies of scale that may be available to the Fund from the Manager;
o Fees paid by other mutual funds for similar services;
o The value and quality of any other benefits or services received by the Fund from its relationship with
the Manager; and
o The direct and indirect benefits the Manager received from its relationship with the Fund. These
included services provided by the General Distributor and the Transfer Agent, and brokerage and soft dollar
arrangements permissible under Section 28(e) of the Securities Exchange Act.

The Board considered that the Manager must be able to pay and retain high quality personnel at
competitive rates to provide services to the Fund. The Board also considered that maintaining the financial
viability of the Manager is important so that the Manager will be able to continue to provide quality services to
the Fund and its shareholders in adverse times. The Board also considered the investment performance of other
mutual funds advised by the Manager. The Board is aware that there are alternatives to the use of the Manager.

These matters were also considered by the Independent Directors, meeting separately from the full Board
with experienced Counsel to the Fund who assisted the Board in its deliberations. The Fund's Counsel is
independent of the Manager within the meaning and intent of the SEC Rules regarding the independence of counsel.

In arriving at a decision, the Board did not single out any one factor or group of factors as being more
important than other factors, but considered all factors together. The Board judged the terms and conditions of
the Agreement, including the investment advisory fee, in light of all of the surrounding circumstances. The Board
also determined to eliminate an expense limitation based on the Fund's total annual investment income. Under the
investment advisory agreement in effect prior to July 29, 2002 (the "Prior Agreement"), the Manager guaranteed
that the total expenses of the Fund in any calendar year, exclusive of taxes, interest and brokerage fees, would
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. Due to the impact on Fund income of dramatic decreases in interest rates paid on
obligations held by the Fund, the Manager reimbursed the Fund $______ during the period February 1, 2002 to July
30, 2002. If the current Agreement were in effect during that period, that reimbursement would not have been
made.

The Agreement contains no expense limitation. However, independently of the
Agreement, the Manager has voluntarily undertaken that it will pay all Fund expenses (exclusive of non-recurring
and extraordinary or exceptional costs and expenses) if and to the extent necessary for the Fund to maintain a
stable net asset value of $1.00 per share. That voluntary expense assumption may be amended or terminated at any
time without notice.

The advisory fees under the Agreement and under the Prior Agreement are the same. The management fees
paid by the Fund to the Manager during the Fund's most recent three fiscal years are as follows:

----------------------- -------------------------------------------------------------------------------------
Fiscal Year ending Management Fee Paid to OppenheimerFunds, Inc.
7/31
----------------------- -------------------------------------------------------------------------------------
----------------------- -------------------------------------------------------------------------------------
2000 $7,172,648
----------------------- -------------------------------------------------------------------------------------
----------------------- -------------------------------------------------------------------------------------
2001 $8,118,471
----------------------- -------------------------------------------------------------------------------------
----------------------- -------------------------------------------------------------------------------------

2002 $________________*

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

*Does not include expense reimbursements of $______________ during that period, described above.

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 website 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. Yields and total returns for the
six months ended 7.31.02 would have been lower without the expense assumption by the Manager during that
period, which has now been terminated, as explained under "Annual Approval of the Investment Advisory
Agreement."

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
------ - 1 = Total Return
P

Yield Compounded Effective Average Annual Total Returns (at 7/31/02)
(7 days ended Yield
7/31/02) (7 days ended
7/31/02)

1-Year 5 Years 10 Years
--------------------- ---------------------- ---------------------- ----------------------- -----------------
--------------------- ---------------------- ---------------------- ----------------------- -----------------

----% ------% -------% ------% ------%

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

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. You can make
additional purchases of at east $25 through AccountLink. Effective November 1, 2002, for any new Asset Builder
Plan, each purchase must be at least $50 and shareholders must invest at least $500 before an Asset Builder Plan
can be established. 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. If the
proceeds of the ACH transfer are not received on a timely basis, the Distributor reserves the right to cancel the
purchase order. 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:

-44-

Oppenheimer Municipal Bond Fund

Oppenheimer Bond Fund
Oppenheimer California Municipal Fund Oppenheimer New York Municipal Fund
Oppenheimer Capital Appreciation Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Preservation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Champion Income Fund Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Concentrated Growth Fund Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Convertible Securities Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Developing Markets Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Disciplined Allocation Fund Oppenheimer Real Asset Fund
Oppenheimer Discovery Fund Oppenheimer Real Estate Fund
Oppenheimer Emerging Growth Fund Oppenheimer Rochester National Municipals
Oppenheimer Emerging Technologies Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund Oppenheimer Small Cap Value Fund
Oppenheimer Europe Fund Oppenheimer Special Value Fund
Oppenheimer Global Fund Oppenheimer Strategic Income Fund
Oppenheimer Global Growth & Income Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Gold & Special Minerals Fund Oppenheimer Trinity Core Fund
Oppenheimer Growth Fund Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer High Yield Fund Oppenheimer Trinity Value Fund
Oppenheimer Intermediate Municipal Fund Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund Oppenheimer Value Fund
Oppenheimer International Growth Fund Limited-Term New York Municipal Fund
Oppenheimer International Small Company Fund Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Main Street Growth & Income Fund OSM1 - Jennison Growth Fund
Oppenheimer Main Street Opportunity Fund OSM1 - Mercury Advisors S&P 500 Index
Oppenheimer Main Street Small Cap Fund OSM1 - Mercury Advisors Focus Growth Fund
Oppenheimer MidCap Fund OSM1 - QM Active Balanced Fund
Oppenheimer Multiple Strategies Fund OSM1 - Salomon Brothers All Cap Fund
And the following money market funds:

Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust Oppenheimer Money Market Fund, Inc.

1 - "OSM" stands for Oppenheimer Select Managers

There is an initial sales charge on the purchase of Class A shares of each of the Oppenheimer funds
described above except the money market funds. Under certain circumstances described in this Statement of
Additional Information, redemption proceeds of certain money market funds may be subject to a contingent deferred
sales charge.

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., Eastern time, but may close earlier on some days (for example, in case of weather
emergencies or on days falling before a U.S. 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. The Fund will
provide you notice whenever it is required to do so by applicable law.

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 Class B, Class C and Class N 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 Only certain Oppenheimer funds currently offer Class N shares, which are only offered to retirement
plans as described in the Prospectus. Class N shares can be exchanged only for Class N shares of other
Oppenheimer funds.
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.

o Class A, Class B, Class C and Class Y shares of Oppenheimer Select Managers Mercury Advisors S&P Index
Fund and Oppenheimer Select Managers QM Active Balanced Fund are only available to retirement plans and are
available only by exchange from the same class of other Oppenheimer funds held by retirement plans.

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 shares of this Fund acquired by exchange of (i) Class A shares of other Oppenheimer funds (other than
Rochester Fund Municipals or Oppenheimer Rochester National Municipals) 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 shares, or (ii) Class A shares of either Rochester Fund Municipals or Oppenheimer Rochester
National Municipals purchased subject to a Class A contingent deferred sales charge are redeemed within 24 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.

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, Distributions and Redemptions of Shares. The federal tax treatment of the
Fund's dividends is briefly highlighted in the Prospectus. The following is only a summary of certain additional
tax considerations generally affecting the Fund and its

shareholders. Additional requirements apply in the event that the Fund pays a distribution other than an income
dividend, or if a shareholder realizes a gain or loss from the redemption of Fund shares.

The tax discussion in the Prospectus and this Statement of Additional Information is based on tax law in
effect on the date of the Prospectus and this Statement of Additional Information. Those laws and regulations may
be changed by legislative, judicial, or administrative action, sometimes with retroactive effect. State and local
tax treatment of ordinary income dividends and capital gain dividends from regulated investment companies may
differ from the treatment under the Internal Revenue Code described below. Potential purchasers of shares of the
Fund are urged to consult their tax advisers with specific reference to their own tax circumstances as well as
the consequences of federal, state and local tax rules affecting an investment in the Fund.

|X| Qualification as a Regulated Investment Company. The Fund has elected to be taxed as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. As a regulated
investment company, the Fund is not subject to federal income tax on the portion of its investment company
taxable income (that is, taxable interest, dividends, other taxable ordinary income net of expenses, and net
short-term capital gain in excess of long-term capital loss) and capital gain net income (that is, the excess of
net long-term capital gains over net short-term capital losses) that it distributes to shareholders. That
qualification enables the Fund to "pass through" its income and realized capital gains to shareholders without
having to pay tax on them. This avoids a "double tax" on that income and capital gains, since shareholders
normally will be taxed on the dividends and capital gains they receive from the Fund (unless their Fund shares
are held in a retirement account or the shareholder is otherwise exempt from tax). The Internal Revenue Code
contains a number of complex tests relating to qualification that the Fund might not meet in a particular year.
If it did not qualify as a regulated investment company, the Fund would be treated for tax purposes as an
ordinary corporation and would receive no tax deduction for payments made to shareholders.

To qualify as a regulated investment company, the Fund must distribute at least 90% of its investment
company taxable income (in brief, net investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Fund must also satisfy certain other requirements of the
Internal Revenue Code, some of which are described below. Distributions by the Fund made during the taxable year
or, under specified circumstances, within twelve months after the close of the taxable year, will be considered
distributions of income and gains for the taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

To qualify as a regulated investment company, the Fund must derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition
of stock or securities or foreign currencies (to the extent such currency gains are directly related to the
regulated investment company's principal business of investing in stock or securities) and certain other income.

In addition to satisfying the requirements described above, the Fund must satisfy an asset
diversification test in order to qualify as a regulated investment company. Under that test, at the close of
each quarter of the Fund's taxable year, at least 50% of the value of the Fund's assets must consist of cash and
cash items, U.S. government securities, securities of other regulated investment companies, and securities of
other issuers. As to each of those issuers, the Fund must not have invested more than 5% of the value of the
Fund's total assets in securities of each such issuer and the Fund must not hold more than 10% of the outstanding
voting securities of each such issuer. No more than 25% of the value of its total assets may be invested in the
securities of any one issuer
(other than U.S. government securities and securities of other regulated investment companies), or in two or more
issuers which the Fund controls and which are engaged in the same or similar trades or businesses. For purposes
of this test, obligations issued or guaranteed by certain agencies or instrumentalities of the U.S. government
are treated as U.S. government securities.

|X| Excise Tax on Regulated Investment Companies. 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. If it 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. To meet this requirement, in certain
circumstances the Fund might be required to liquidate portfolio investments to make sufficient distributions to
avoid excise tax liability. However, the Board of Directors and the Manager might determine in a particular year
that it would be in the best interests of shareholders for the Fund not to make such 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.

|X| Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its
investment company taxable income for each taxable year. Those distributions will be taxable to shareholders as
ordinary income and treated as dividends for federal income tax purposes.

Distributions by the Fund that do not constitute ordinary income dividends or capital gain distributions
will be treated as a return of capital to the extent of the shareholder's tax basis in their shares. Any excess
will be treated as gain from the sale of those shares, as discussed below. Shareholders will be advised annually
as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year. If prior
distributions made by the Fund must
be re-characterized as a non-taxable return of capital at the end of the fiscal year as a result of the effect of
the Fund's investment policies, they will be identified as such in notices sent to shareholders.

Distributions by the Fund will be treated in the manner described above regardless of whether the
distributions are paid in cash or reinvested in additional shares of the Fund (or of another fund). Shareholders
receiving a distribution in the form of additional shares will be treated as receiving a distribution in an
amount equal to the fair market value of the shares received, determined as of the reinvestment date.

The Fund will be required in certain cases to withhold and remit to the U.S. Treasury 31% of ordinary
income dividends and capital gains distributions and the proceeds of the redemption of shares, paid to any
shareholder (1) who has failed to provide a correct, certified taxpayer identification number, (2) who is subject
to backup withholding for failure to report the receipt of interest or dividend income properly, or (3) who has
failed to certify to the Fund that the shareholder is not subject to backup withholding or is an "exempt
recipient" (such as a corporation).

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 Distributor. The Fund's shares are sold through dealers, brokers and other financial institutions that have
a sales agreement with OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as the Fund's
Distributor. The Distributor also distributes shares of the other Oppenheimer funds and is sub-distributor for
funds managed by a subsidiary of the Manager.

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. It also handles shareholder servicing and administrative
functions. It serves as the Transfer Agent for an annual per account fee. It also acts as shareholder servicing
agent for the other Oppenheimer funds. Shareholders should direct inquiries about their accounts to the Transfer
Agent at the address and toll-free numbers shown on the back cover.

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.

A-4

Appendix A

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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.

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+".

---------------------------------------------------------- Household Products
APPENDIX B
----------------------------------------------------------

INDUSTRY CLASSIFICATIONS

Aerospace & Defense
Air Freight & Couriers Industrial Conglomerates
Airlines Insurance
Asset Backed Securities Internet & Catalog Retail
Auto Components Internet Software & Services
Automobiles Information Technology Consulting & Services
Banks Leasing & Factoring
Beverages Leisure Equipment & Products
Biotechnology Machinery
Broker-Dealer Marine
Building Products Media
Chemicals Metals & Mining
Commercial Finance Multiline Retail
Commercial Services & Supplies Multi-Utilities
Communications Equipment Municipal
Computers & Peripherals Office Electronics
Construction & Engineering Oil & Gas
Construction Materials Paper & Forest Products
Consulting & Services Personal Products
Consumer Finance Pharmaceuticals
Containers & Packaging Real Estate
Distributors Repurchase Agreements
Diversified Financials Road & Rail
Diversified Telecommunication Services Semiconductor Equipment & Products
Electric Utilities Software
Electrical Equipment Special Purpose Financial
Electronic Equipment & Instruments Specialty Retail
Energy Equipment & Services Textiles & Apparel
Food & Drug Retailing Tobacco
Food Products Trading Companies & Distributors
Foreign Government Transportation Infrastructure
Gas Utilities U.S. Government Agencies - Full Faith and Credit Agencies
Health Care Equipment & Supplies U.S. Government Agencies - Government Sponsored Enterprises
Health Care Providers & Services U.S. Government Instrumentalities
Hotels Restaurants & Leisure U.S. Government Obligations
Household Durables Water Utilities
Wireless Telecommunication Services

B-1

Internet Website:
WWW.OPPENHEIMERFUNDS.COM
------------------------

Investment Advisor
OppenheimerFunds, Inc.
498 Seventh Avenue
New York, NY 10018

Distributor

OppenheimerFunds Distributor, Inc.
498 Seventh Avenue
New York, NY 10018

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1.800.525.7048

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, Rowe & Maw
1675 Broadway
New York, New York 10019-5820

(OppenheimerFunds logo)

OPPENHEIMER MONEY MARKET FUND, INC.

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(i) Articles of Incorporation dated December 13, 1973: Previously filed with Registrants Registration
Statement on Form S-5, refiled with Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to Item 102
of Regulation S-T, and incorporated herein by reference.

(ii) Articles of Amendment of Articles of Incorporation dated April 10, 1974: Previously filed with
Registrants Post-Effective Amendment No. 3, (4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(iii) Articles of Amendment of Articles of Incorporation dated July 9, 1975: Previously filed with Registrants
Post-Effective Amendment No.9, refiled with Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.

(iv) Articles of Amendment of Articles of Incorporation dated December 13, 1979: Previously filed with
Registrants Post-Effective Amendment No. 42, (4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(v) Articles of Amendment of Articles of Incorporation dated May 22, 1980: Previously filed with Registrants
Post-Effective Amendment No. 42, (4/28/88), refiled with Registrant's Post-Effective Amendment No. 54 (4/27/95)
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(vi) Articles of Amendment of Articles of Incorporation dated June 16, 1980: Previously filed with
Registrants Post-Effective Amendment No. 42, (4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(vii) Articles of Amendment of Articles of Incorporation dated July 2, 1981: Previously filed with Registrants
Post-Effective Amendment No. 26, refiled with Registrant's Post-Effective Amendment No. 54 (4/27/95) pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.

(viii) Articles of Amendment of Articles of Incorporation dated February 23, 1982: Previously filed with
Registrants Post-Effective Amendment No. 27, refiled with Registrant's Post-Effective Amendment No. 54 (4/27/95)
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(ix) Articles of Amendment of Articles of Incorporation dated August 30, 1982: Previously filed with
Registrants Post-Effective Amendment No. 42, (4/28/88), refiled with Registrant's Post-Effective Amendment No. 54
(4/27/95) pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(b) Amended and Restated By-Laws dated April 11, 2002: Filed herewith.

(c) Specimen Stock Certificate: Previously filed with Registrant's Post-Effective Amendment No. 63,
(11/27/01), and incorporated herein by reference.

(d) Investment Advisory Agreement dated July 30, 2002: to be filed by amendment.

(e) (i) General Distributor's Agreement dated December 10, 1992: Previously filed with Registrant's
Post-Effective Amendment No. 50 (4/22/93), refilled with Registrant's Post-Effective Amendment No. 54 (4/27/95)
pursuant to Item 102 of Regulation S-T and incorporated herein by reference.

(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.
(iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.
(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.
(v) Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No.
2-62076), 10/26/01, and incorporated herein by reference.
(vi) Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/26/01, and incorporated herein by reference.

(f) (i) Amended and Restated Retirement Plan for Non-Interested Trustees or Directors dated 8/9/01;
Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Gold & Special
Minerals Fund (Reg. No. 2-82590), 10/25/01, and incorporated herein by reference.

(ii) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Filed with
Post-Effective Amendment No. 26 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg.
No. 2-82590), 10/28/98, and incorporated herein by reference.

(g) Global Custodial Services Agreement dated May 3, 2001 between Registrant and Citibank, N.A.: Previously
filed with Post-Effective Amendment No. 33 to the Registration Statement of Centennial Money Market Trust (Reg.
No. 2-65245), 10/25/01, and incorporated herein by reference.

(h) Not applicable.

(i) Opinion and Consent of Counsel dated February 28, 1974: Previously filed with Registrant's Registration
Statement, refiled with Registrant's Post-Effective Amendment No. 54, (4/27/95) pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.

Independent Auditors' Consent: To be filed by Amendment.

(k) Not applicable.

Not applicable.

(m) Not applicable.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 March 18, 1996 and updated through 8/21/01:
Previously filed with Post-Effective Amendment No. 20 to the Registration Statement of Oppenheimer Cash Reserves
(Reg. No. 33-23223), 9/27/01, and incorporated herein by reference.

Powers of Attorney for all Trustees/Directors and Officers except for John Murphy (including Certified Board
Resolutions): Previously filed with Pre-Effective Amendment No. 1 to the Registration Statement of Oppenheimer
Emerging Growth Fund (Reg. No. 333-44176), 10/5/00, and incorporated herein by reference.
(i) Power of Attorney for John Murphy (including Certified Board Resolution): Previously filed with
Post-Effective Amendment No. 41 to the Registration Statement of Oppenheimer U.S. Government Trust (Reg. No.
2-76645), 10/22/01, and incorporated herein by reference.

(p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated March 1, 2000 under Rule 17j-1 of the
Investment Company Act of 1940: Previously filed with the Registration Statement of Oppenheimer Emerging Growth
Fund (Reg. No. 33-44176), August 21, 2000, and incorporated herein by reference.

Item 24. Persons Controlled by or Under Common Control with the Fund
---------------------------------------------------------------------

None.

Item 25. Indemnification
-------------------------

Reference is made to the provisions of Article Seventh of Registrant's Amended and Restated Declaration of Trust
filed as Exhibit 23(a) to this Registration Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid
by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person, Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue.

Item 26. - Business and Other Connections of the Investment Adviser

(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and certain subsidiaries and
affiliates act in the same capacity to other investment companies, including without limitation those described
in Parts A and B hereof and listed in Item 26(b) below.

(b) There is set forth below information as to any other business, profession, vocation or employment of a
substantial nature in which each officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer,
employee, partner or trustee.

Name and Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
--------------------------- -------------------------

Timothy L. Abbuhl,
Assistant Vice President None.

Amy B. Adamshick,
Vice President Formerly at Scudder Kemper Investments (July 1998 - May 2000)

Charles E. Albers,
Senior Vice President None.

Edward J. Amberger,
Assistant Vice President None.

Janette Aprilante,

Vice President and Secretary As of January 2002: Secretary of OppenheimerFunds, Distributor, Inc.,
Centennial Asset Management Corporation, Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset
Management, Inc., Shareholder Financial Services, Inc., Shareholder Services, Inc.; Assistant Secretary of
HarbourView Asset Management Corporation, OFI Private Investments, Inc., Oppenheimer Trust Company and OAM
Institutional, Inc.

Hany S. Ayad,
Assistant Vice President None.

Victor W. Babin,
Senior Vice President None.

Bruce L. Bartlett,
Senior Vice President None.

John Michael Banta,
Assistant Vice President None.

Lerae A. Barela,
Assistant Vice President None.

George Batejan,
Executive Vice President/
Chief Information Officer None.

Kevin Baum,
Vice President None.

Connie Bechtolt,
Assistant Vice President None.

Robert Behal
Assistant Vice President Formerly, Associate Director at MetLife (Jan 2000-May 2000).

Kathleen Beichert,

Vice President Vice President of OppenheimerFunds Distributor, Inc.

Erik S. Berg,
Assistant Vice President None.

Rajeev Bhaman,
Vice President None.

Mark Binning,
Assistant Vice President None.

Robert J. Bishop,

Vice President An officer of other Oppenheimer funds.

John R. Blomfield,
Vice President None.

Chad Boll,
Assistant Vice President None

Lowell Scott Brooks,

Vice President Vice President of OppenheimerFunds Distributor, Inc.

Richard Buckmaster,
Vice President None.

Bruce Burroughs
Vice President None.

Claudia Calich,
Assistant Vice President None.

Adele A. Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division None.

Michael A. Carbuto,
Vice President None

Ronald G. Chibnik,
Assistant Vice President Director of technology for Sapient Corporation (July, 2000-August 2001); software
architect for Sapient Corporation (March 1997-July 2000).

H.C. Digby Clements,
Vice President: Rochester Division None.

Peter V. Cocuzza,
Vice President None.

Julie C. Cusker,
Assistant Vice President:
Rochester Division None.

John Damian,
Vice President Formerly senior analyst/director for Citigroup Asset Management (November 1999-September 2001).

O. Leonard Darling,
Vice Chairman, Executive Vice
President, Chief Investment
Officer and Director Chairman of the Board and a director (since June 1999) and Senior Managing Director
(since December 1998) of HarbourView Asset Management Corporation; a director (since July 2001) of Oppenheimer
Acquisition Corp.; a director (since March 2000) of OFI Private Investments, Inc.; Chairman of the Board, Senior
Managing Director and director (since February 2001) of OAM Institutional, Inc.; Trustee (since 1993) of Awhtolia
College - Greece.

John M. Davis,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc.

Robert A. Densen,
Senior Vice President None.

Ruggero de'Rossi,

Vice President Formerly Chief Strategist at ING Barings (July
1998 - March 2000).

Craig P. Dinsell,
Executive Vice President None.

Randall C. Dishmon,
Assistant Vice President Associate with Booz Allen & Hamilton (1998-June 2001).

Rebecca K. Dolan
Vice President None.

Steven D. Dombrower,
Vice President Vice President of OppenheimerFunds, Inc.

Bruce C. Dunbar,
Vice President None.

Richard Edmiston,
Assistant Vice President None.

Daniel R. Engstrom,
Assistant Vice President None.

Armand B. Erpf,
Assistant Vice President None.

George R. Evans,
Vice President None.

Edward N. Everett,
Vice President None.

George Fahey,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Scott T. Farrar,
Vice President Assistant Treasurer of Oppenheimer Millennium Funds plc; an officer of other Oppenheimer funds.

Katherine P. Feld,

Vice President, Senior Counsel Vice President OppenheimerFunds, Distributor, Inc.; Vice President, Assistant
Secretary and Director of Centennial Asset Management Corporation; Vice President of Oppenheimer Real Asset
Management, Inc.

Ronald H. Fielding,
Senior Vice President;

Chairman: Rochester Division Vice President of OppenheimerFunds Distributor, Inc.; Director of ICI Mutual
Insurance Company; Governor of St. John's College; Chairman of the Board of Directors of International Museum of
Photography at George Eastman House.

Paul Fitzsimmons,
Assistant Vice President None.

P. Lyman Foster,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc. Formerly Vice President of
Prudential Investments (August 1999-April 2000).

David Foxhoven,
Assistant Vice President Assistant Vice President of OppenheimerFunds Legacy Program.

Colleen M. Franca,
Assistant Vice President None.

Crystal French,
Vice President None.

Dan P. Gangemi,
Vice President None.

Dan Gagliardo,
Assistant Vice President Formerly Assistant Vice President at Mitchell Hutchins (January 2000-October 2000).

Subrata Ghose,

Assistant Vice President Formerly equity analyst at Fidelity Investments (1995 - March 2000).

Charles W. Gilbert,
Assistant Vice President None.

Alan C. Gilston,
Vice President None.

Jill E. Glazerman,
Vice President None.

Paul M. Goldenberg,
Vice President None.

Mike Goldverg,
Assistant Vice President None.

Laura Granger,

Vice President Formerly a portfolio manager at Fortis Advisors (July 1998-October 2000).

Jeremy H. Griffiths,
Executive Vice President,
Chief Financial Officer and

Director Chief Financial Officer, Treasurer and director of Oppenheimer Acquisition Corp.; Executive Vice
President of HarbourView Asset Management Corporation; President and director of OppenheimerFunds International
Ltd.; President. Chief Executive Officer, Chairman of the Board and director of Oppenheimer Trust Company;
director of Trinity Investment Management Corp., Secretary/Treasurer of OppenheimerFunds Legacy Program (a
Colorado non-profit corporation); Executive Vice President of OFI Private Investments, Inc.; Executive Vice
President of OAM Institutional, Inc. and a Member and Fellow of the Institute of Chartered Accountants.

Robert Grill,
Senior Vice President None.

Robert Guy,
Senior Vice President None.

David Hager,
Vice President None.

Robert Haley,
Assistant Vice President None.

Marilyn Hall,
Vice President None.

Kelly Haney,
Assistant Vice President None.

Thomas B. Hayes,
Vice President None.

Dorothy F. Hirshman,
Vice President None.

Merryl I. Hoffman,

Vice President and Senior Counsel As of December 2001: Secretary of HarbourView Asset Management Corporation,
OFI Private Investments, Inc. and OAM Institutional, Inc.; Assistant Secretary of OppenheimerFunds Legacy Program.

Merrell I. Hora,
Vice President None.

Scott T. Huebl,

Vice President Assistant Vice President of OppenheimerFunds Legacy Program.

Margaret Hui,
Assistant Vice President None.

James G. Hyland,
Assistant Vice President None.

Steve P. Ilnitzki,
Senior Vice President Formerly Vice President of Product Management at Ameritrade (until March 2000).

Kathleen T. Ives,

Vice President and Assistant Counsel Vice President of OppenheimerFunds Distributor, Inc.; Assistant
Secretary of Shareholder Financial Services, Inc. and OppenheimerFunds Legacy Program; Vice President and
Assistant Secretary of Shareholder Services, Inc.; an officer of other Oppenheimer funds.

William Jaume,

Vice President Senior Vice President and Chief Compliance Officer (since April 2000) of HarbourView Asset
Management Corporation; and of OAM Institutional, Inc. (since February 2001).

Frank V. Jennings,
Vice President None.

John Jennings,
Vice President None.

Lewis A. Kamman,
Vice President None.

Jennifer E. Kane,
Assistant Vice President None.

Lynn O. Keeshan,
Senior Vice President None.

Thomas W. Keffer,
Senior Vice President None.

Cristina J. Keller,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Michael Keogh,
Vice President None.

Michael P. Kirkpatrick,
Assistant Vice President None.

Garrett K. Kolb,
Assistant Vice President None.

Teresa Kong,
Assistant Vice President None.

Walter G. Konops,
Assistant Vice President None.

Avram D. Kornberg,
Senior Vice President None.

James Kourkoulakos,
Vice President. None.

Joseph Krist,
Assistant Vice President None.

Guy E. Leaf,
Vice President Vice President of Merrill Lynch (January 2000-September 2001.

Christopher M. Leavy,
Senior Vice President Formerly Vice President and portfolio manager at Morgan Stanley Investment Management
(1997-September 2000).

Dina C. Lee,
Assistant Vice President and
Assistant Counsel Formerly an attorney with Van Eck Global (until December 2000).

Laura Leitzinger,
Vice President Vice President of Shareholder Financial Services, Inc.

Michael S. Levine,
Vice President None.

Gang Li,
Assistant Vice President None.

Shanquan Li,
Vice President None.

Mitchell J. Lindauer,
Vice President and Assistant
General Counsel None.

Bill Linden,
Assistant Vice President None.

Malissa B. Lischin,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc Formerly an associate
manager with Investment Management Analyst at Prudential (1996 - March 2000).

Reed Litcher,
Vice President None.

David P. Lolli,
Assistant Vice President None.

Daniel G. Loughran
Vice President: Rochester Division None.

Patricia Lovett,
Vice President Vice President of Shareholder Financial Services, Inc. and Senior Vice President of Shareholder
Services, Inc.

David M. Mabry,
Vice President Vice President of Oppenheimer Trust Company.

Steve Macchia,
Vice President None.

Marianne Manzolillo,

Assistant Vice President Formerly Vice President for DLJ High Yield Research Department (February 1993 - July
2000).

Philip T. Masterson,
Vice President and
Assistant Counsel None.

Lisa Migan,
Assistant Vice President None.

Andrew J. Mika,
Senior Vice President None.

Joy Milan,
Vice President None.

Denis R. Molleur,
Vice President and

Senior Counsel An officer of other Oppenheimer funds.

Nikolaos D. Monoyios,
Vice President None.

John Murphy,
Chairman, President, Chief Executive

Officer and Director Director of OppenheimerFunds Distributor, Inc., President of Centennial Asset
Management Corporation, HarbourView Asset Management Corporation, Trinity Investments Management Corporation, OFI
Private Investments, Inc., OAM Institutional, Inc. and Tremont Advisers, Inc.; President and Director of
Oppenheimer Acquisition Corp., Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management, Inc.;
Chairman and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc.; President and a
trustee of other Oppenheimer funds; Executive Vice President of MassMutual Life Insurance Company; director of
DLB Acquisition Corp.

Thomas J. Murray,
Vice President None.

Kenneth Nadler,
Vice President None.

David Negri,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Richard Nichols,
Vice President None.

Barbara Niederbrach,
Assistant Vice President None.

Robert A. Nowaczyk,
Vice President None.

Raymond C. Olson,
Assistant Vice President Assistant Vice President and Treasurer of OppenheimerFunds Distributor, Inc.;
Treasurer of Centennial Asset Management Corporation.

Mark Paris,
Assistant Vice President None.

Frank J. Pavlak,
Vice President None.

David P. Pellegrino,
Vice President None.

Allison C. Pells,
Assistant Vice President None.

James F. Phillips,
Vice President None.

Raghaw Prasad,
Assistant Vice President

Jane C. Putnam,
Vice President None.

Michael E. Quinn,
Vice President None.

Julie S. Radtke,
Vice President None.

Norma J. Rapini,
Assistant Vice President:
Rochester Division None.

Thomas P. Reedy,
Vice President Vice President (since April 1999) of HarbourView Asset Management Corporation.

Kristina Richardson,
Assistant Vice President None.

David Robertson,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc. Formerly Director of Sales
& Marketing at Schroder Investment Management North America (March 1998-March 2000).

Rob Robis,
Assistant Vice President None.

Antoinette Rodriguez,
Assistant Vice President None.

Jeffrey S. Rosen,
Vice President None.

Richard H. Rubinstein,
Senior Vice President None.

James H. Ruff,
Executive Vice President President and director of OppenheimerFunds Distributor, Inc. and Centennial Asset
Management Corporation; Executive Vice President of OFI Private Investments, Inc.

Andrew Ruotolo
Executive Vice President President and director of Shareholder Services, Inc. and Shareholder Financial
Services, Inc.

Rohit Sah,
Assistant Vice President None.

Valerie Sanders,
Vice President None.

Jeffrey R. Schneider,
Vice President None.

Ellen P. Schoenfeld,
Vice President None.

Scott A. Schwegel,
Assistant Vice President None.

Allan P. Sedmak
Assistant Vice President None.

Jennifer L. Sexton,
Vice President Vice President of OFI Private Investments, Inc.

Martha A. Shapiro,
Vice President None.

Steven J. Sheerin,
Vice President Formerly consultant with Pricewaterhouse Coopers (November 2000-May 2001) prior to which he was
a Vice President of Merrill Lynch Pierce Fenner & Smith, Inc. (July 1998-October 2000).

Bonnie Sherman,
Assistant Vice President None.

David C. Sitgreaves,
Assistant Vice President None.

Enrique H. Smith,
Assistant Vice President Formerly a business analyst with Goldman Sachs (August 1999-August 2001).

Richard A. Soper,
Vice President None.

Louis Sortino,
Assistant Vice President:
Rochester Division None.

Keith J. Spencer,
Vice President None.

Cathleen R. Stahl,
Assistant Vice President Assistant Vice President and Manager of Women & Investing Program.

Richard A. Stein,
Vice President: Rochester Division None.

Arthur P. Steinmetz,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Jayne M. Stevlingson,
Vice President None.

Gregory J. Stitt,
Vice President None.

John P. Stoma,
Senior Vice President Senior Vice President of OppenheimerFunds Distributor, Inc.

Wayne Strauss,
Assistant Vice President:
Rochester Division None.

Michael Stricker,
Vice President

Deborah A. Sullivan,
Assistant Vice President,
Assistant Counsel Since December 2001, Secretary of Oppenheimer Trust Company. Formerly, Associate General
Counsel, Chief Compliance Officer, Corporate Secretary and Vice President of Winmill & Co. Inc. (formerly Bull &
Bear Group, Inc.), CEF Advisers, Inc. (formerly Bull & Bear Advisers, Inc.), Investor Service Center, Inc. and
Midas Management Corporation (November 1997 - March 2000).

Mary Sullivan,
Assistant Vice President None.

Kevin L. Surrett,
Assistant Vice President None.

Susan B. Switzer,
Vice President None.

Anthony A. Tanner,
Vice President: Rochester Division None.

Paul Temple,
Vice President

Eamon Tubridy,
Assistant Vice President None.

James F. Turner,
Vice President Formerly portfolio manager for Technology Crossover Ventures (May 2000-March 2001); Assistant
Vice President and Associate Portfolio Manager (August 1999-May 2000) for OppenheimerFunds, Inc.

Cameron Ullyat,
Assistant Vice President None.

Mark S. Vandehey,
Vice President Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation
and Shareholder Services, Inc.

Maureen Van Norstrand,
Assistant Vice President None.

Phillip F. Vottiero,
Vice President None.

Samuel Sloan Walker,
Vice President Vice President of HarbourView Asset Management Corporation.

Teresa M. Ward,
Vice President Vice President of OppenheimerFunds Distributor, Inc.

Darrin L. Watts,
Assistant Vice President None.

Jerry A. Webman,
Senior Vice President Senior Vice President of HarbourView Asset Management Corporation.

Christopher D. Weiler,
Assistant Vice President:
Rochester Division None.

Barry D. Weiss,
Vice President None.

Christine Wells,
Vice President None.

Joseph J. Welsh,
Vice President None.

Catherine M. White,
Assistant Vice President Assistant Vice President of OppenheimerFunds Distributor, Inc. Formerly, Assistant
Vice President with Gruntal & Co. LLC (September 1998 - October 2000); member of the American Society of Pension
Actuaries (ASPA) since 1995.

William L. Wilby,
Senior Vice President Senior Vice President (since May 1999) of HarbourView Asset Management Corporation.

Donna M. Winn,
Senior Vice President President, Chief Executive Officer and Director of OFI Private Investments, Inc.;
Director and President of OppenheimerFunds Legacy Program; Senior Vice President of OppenheimerFunds Distributor,
Inc.

Kenneth Winston,
Senior Vice President Principal at Richards & Tierney, Inc. (until June 2001).

Brian W. Wixted,
Senior Vice President and
Treasurer Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd.,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Services,
Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc. and OAM Institutional, Inc.; Treasurer
and Chief Financial Officer of Oppenheimer Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp.
and OppenheimerFunds Legacy Program; an officer of other Oppenheimer funds.

Carol Wolf,
Senior Vice President An officer of certain Oppenheimer funds; serves on the Board of Chinese Children
Adoption International Parents Council, Supporters of Children, and the Advisory Board of Denver Children's
Hospital Oncology Department.

Kurt Wolfgruber,
Senior Vice President Director of Tremont Advisers, Inc. (as of January 2002).

Caleb C. Wong,
Vice President None.

Edward C. Yoensky,
Assistant Vice President None.

Robert G. Zack
Senior Vice President and
General Counsel General Counsel and Director of OppenheimerFunds Distributor, Inc.; General Counsel of
Centennial Asset Management Corporation; Senior Vice President and General Counsel of HarbourView Asset
Management Corporation and OAM Institutional, Inc.; Senior Vice President, General Counsel and Director of
Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments, Inc. and Oppenheimer
Trust Company; Vice President and Director of Oppenheimer Partnership Holdings, Inc.; Secretary of OAC
Acquisition Corp.; Director and Assistant Secretary of OppenheimerFunds International Ltd.; Director of
Oppenheimer Real Asset Management, Inc.; Vice President of OppenheimerFunds Legacy Program; an officer of other
Oppenheimer funds.

Jill Zachman,
Vice President: Rochester Division None.

Neal A. Zamore,
Vice President Formerly (until May 2000) Vice President at GE Capital.

Mark D. Zavanelli,
Vice President None.

Alex Zhou,
Assistant Vice President None.

Arthur J. Zimmer,
Senior Vice President Senior Vice President (since April 1999) of HarbourView Asset Management Corporation.

Susan Zimmerman,
Vice President None.

The Oppenheimer Funds include the following:

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
Limited Term New York Municipal Fund (Rochester Portfolio Series)
Oppenheimer Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Concentrated Growth Fund
Oppenheimer Convertible Securities Fund (Bond Fund Series)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Intermediary Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer International Bond Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Growth & Income Fund (a series of Oppenheimer Main
Street Funds, Inc.
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multiple Strategies Fund
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Municipal Trust (3 series):
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Rochester National Municipals
Oppenheimer Municipal Bond Fund
Oppenheimer New York Municipal Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Small Cap Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Managers (6 series):
Gartmore Millennium Growth Fund II
Jennison Growth Fund
Mercury Advisors Focus Growth Fund
Mercury Advisors S&P 500 Index Fund
QM Active Balanced Fund
Salomon Brothers AllCap Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
Oppenheimer Disciplined Allocation Fund
Oppenheimer Value Fund
Oppenheimer Special Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (10 series):
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA
Oppenheimer Main Street Small Cap Fund/VA
Oppenheimer Money Fund/VA
Oppenheimer Multiple Strategies Fund/VA
Oppenheimer Strategic Bond Fund/VA
Panorama Series Fund, Inc. (4 series):
Growth Portfolio
Government Securities Portfolio
International Growth Fund/VA
Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services,
Inc., OppenheimerFunds Services, Centennial Asset Management Corporation, Centennial Capital Corp., Oppenheimer
Real Asset Management, Inc. and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Englewood, Colorado
80112.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corp.,
Oppenheimer Partnership Holdings, Inc., Oppenheimer Acquisition Corp., OFI Private Investments, Inc., OFI
Institutional Asset Management, Inc. and Oppenheimer Trust Company is 498 Seventh Avenue, New York, New York
10018.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life Center, Lower Abbey Street, Dublin 1,
Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania
16823.

Item 27. Principal Underwriter

(a) OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's shares. It is also the
Distributor of each of the other registered open-end investment companies for which OppenheimerFunds, Inc. is the
investment adviser, as described in Part A and B of this Registration Statement and listed in Item 26(b) above
(except Oppenheimer Multi-Sector Income Trust and Panorama Series Fund, Inc.) and for MassMutual Institutional
Funds.

(b) The directors and officers of the Registrant's principal underwriter are:

Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------

Robert Agan (1) Vice President None

Janette Aprilante (1) Secretary None

Jason R. Bach Vice President None
3264 Winthrop Circle
Marietta, GA 30067

Kathleen Beichert (1) Vice President None

Gabriella Bercze (2) Vice President None

Douglas S. Blankenship Vice President None
17011 Woodbark
Spring, TX 77379

Tracey Blinzler (1) Assistant Vice President None

Kevin Bonner (1) Vice President None

L. Scott Brooks (2) Vice President None

Kevin E. Brosmith Senior Vice President None
170 Phillip Court
Lake Bluff, IL 60044

Jeffrey W. Bryan (2) Vice President None

Susan Burton Vice President None
4127 Towne Green Circle
Addison, TX 75001

Kathleen Mary Byron Vice President None
6 Dahlia Drive
Irvine, CA 92618

Robert A. Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921

Jill E. Crockett (2) Assistant Vice President None

Jeffrey D. Damia (2) Vice President None

John Davis (2) Assistant Vice President None

Stephen J. Demetrovits (2) Vice President None

Michael W. Dickson Vice President None
21 Trinity Avenue
Glastonbury, CT 06033

Joseph A. DiMauro Vice President None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236

Steven Dombrower (2) Vice President None

George P. Dougherty Vice President None
4090 Redbud Circle
Doylestown, PA 18901

Cliff H. Dunteman Vice President None
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642

John Eiler (2) Vice President None

Kent M. Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067

Gregg A. Everett Vice President None
7124 Trysail Circle
Tampa, FL 33607

George R. Fahey Vice President None
9 Townview Court
Flemington, NJ 08822

Eric C. Fallon Vice President None
10 Worth Circle
Newton, MA 02458

Katherine P. Feld (2) Vice President Assistant Secretary

Mark J. Ferro (2) Vice President None

Ronald H. Fielding (3) Vice President None

Patrick W. Flynn (1) Senior Vice President None

John E. Forrest (2) Senior Vice President None

John ("J") Fortuna (2) Vice President None

P. Lyman Foster (2) Senior Vice President None

Victoria Friece (1) Assistant Vice President None

Luiggino J. Galleto Vice President None
10302 Riesling Court
Charlotte, NC 28277

Michelle M. Gans Vice President None
2700 Polk Street, Apt. #9
San Francisco, CA 94109

Lucio Giliberti Vice President None
6 Cyndi Court
Flemington, NJ 08822

Raquel Granahan (2) Vice President None

Ralph Grant (2) Senior Vice President None

Michael D. Guman Vice President None
3913 Pleasant Avenue
Allentown, PA 18103

Tonya N. Hammet Assistant Vice President None
2612 W. Grand Reserve Circle #227
Clearwater, FL 33759

Clifford W. Heidinger Vice President None
90 Gates Street
Portsmouth, NH 03801

Phillipe D. Hemery Vice President None
184 Park Avenue
Rochester, NY 14607

Elyse R. Jurman Herman Vice President None
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL 33062

Wendy G. Hetson Vice President None
4 Craig Street
Jericho, NY 11753

Kristen L. Heyburn Vice President None
2315 Mimosa Drive #2
Houston, TX 77019

William E. Hortz (2) Vice President None

Edward Hrybenko (2) Vice President None

Brian F. Husch (2) Vice President None

Richard L. Hymes (2) Assistant Vice President None

Kathleen T. Ives (1) Vice President Assistant Secretary

Eric K. Johnson Vice President None
28 Oxford Avenue
Mill Valley, CA 94941

Mark D. Johnson Vice President None
15792 Scenic Green Court
Chesterfield, MO 63017

John S. Kavanaugh Vice President None
2 Cervantes, Apt. #301
San Francisco, CA 94123

Christina J. Keller (2) Vice President None

Brian G. Kelly Vice President None
60 Larkspur Road
Fairfield, CT 06430

Michael Keogh (2) Vice President None

Lisa Klassen (1) Assistant Vice President None

Richard Klein Senior Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409

Richard Knott (2) Vice President None

Dean Kopperud (2) Senior Vice President None

Brent A. Krantz Senior Vice President None
P. O. Box 1313
Seahurst, WA 98062

David T. Kuzia Vice President None
9697 S. Golden Eagle Dr.
Highlands, CO 80126

Tracey Lange (2) Vice President None

Dawn Lind Vice President None
21 Meadow Lane
Rockville Centre, NY 11570

Malissa Lischin (2) Assistant Vice President None

James V. Loehle Vice President None
30 Wesley Hill Lane
Warwick, NY 10990

John J. Lynch Vice President None
5341 Ellsworth
Dallas, TX 75206

Mark Macken Vice President None
462 Lincoln Avenue
Sayville, NY 11782

Michael Magee (2) Vice President None

Steven C. Manns Vice President None
1941 W. Wolfram
Chicago, IL 60657

Todd A. Marion Vice President None
3 St. Marks Place
Cold Spring Harbor, NY 11724

David M. Martin Vice President None
10155 S. Woodrose Lane
Highlands Ranch, CO 80126

LuAnn Mascia (2) Assistant Vice President None

Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203

Anthony P. Mazzariello Vice President None
704 Beaver Road
Leetsdale, PA 15056

John C. McDonough Vice President None
3812 Leland Street
Chevy Chase, MD 20815

Kent C. McGowan Vice President None
18424 12th Avenue West
Lynnwood, WA 98037

John V. Murphy (2) Director President and Trustee

Wendy Jean Murray Vice President None
32 Carolin Road
Upper Montclair, NJ 07043

Christina Nasta (2) Assistant Vice President None

Kevin P. Neznek (2) Vice President None

Patrick J. Noble Vice President None
1155 Wellesley Avenue #204
Los Angeles, CA 90049

Chad V. Noel Vice President None
2408 Eagleridge Drive
Henderson, NV 89014

Raymond Olson (1) Assistant Vice President None
& Treasurer

Gayle E. Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672

Brian C. Perkes Vice President None
8734 Shady Shore Drive
Frisco, TX 75034

Charles K. Pettit Vice President None
22 Fall Meadow Drive
Pittsford, NY 14534

William L. Presutti Vice President None
238 Kemp Avenue
Fair Haven, NJ 07704

Elaine Puleo-Carter (2) Senior Vice President None

Christopher L. Quinson Vice President None
19 Cayuga Street
Rye, NY 10580

Minnie Ra Vice President None
100 Dolores Street, #203
Carmel, CA 93923

Heather Rabinowitz (2) Assistant Vice President None

Gary D. Rakan Vice President None
25031 Woodridge Triangle
Farmington, MI 48335

Michael A. Raso Vice President None
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538

Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230

Michelle Simone Richter (2) Vice President None

Ruxandra Risko(2) Vice President None

David R. Robertson (2) Senior Vice President None

Kenneth A. Rosenson Vice President None
24753 Bantage Point Terr.
Malibu, CA 90265

James H. Ruff (2) President & Director None

William R. Rylander Vice President None
85 Evergreen Road
Vernon, CT 06066

Thomas Sabow (2) Vice President None

Alfredo Scalzo Vice President None
9616 Lake Chase Island Way
Tampa, FL 33626

Michael Sciortino Vice President None
785 Beau Chene Drive
Mandeville, LA 70471

Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695

Debbie Simon (2) Vice President None

Douglas Bruce Smith Vice President None
808 South 194th Street
Seattle,WA 98148

William A. Spetrino Vice President None
7631 Yennicook Way
Hudson, OH 44236

Bryan Stein (2) Vice President None

John Stoma (2) Senior Vice President None

Brian C. Summe Vice President None
239 N. Colony Drive
Edgewood, KY 41017

Michael Sussman(2) Assistant Vice President None

George T. Sweeney Senior Vice President None
5 Smoke House Lane
Hummelstown, PA 17036

Scott McGregor Tatum Vice President None
704 Inwood
Southlake, TX 76092

James Taylor (2) Assistant Vice President None

Martin Telles (2) Senior Vice President None

David G. Thomas Vice President None
1328 N. Cleveland Street
Arlington, VA 22201

Bryan K.Toma Vice President None
14575 S. Gallery
Olathe, KS 66062

Floyd A. Tucker Vice President None
1930 W. Barry Ave., #2
Chicago, IL 60657

Tanya Valency (2) Vice President None

Mark Vandehey (1) Vice President None

Vince Vermette Assistant Vice President None

Teresa Ward (1) Vice President None

Michael J. Weigner Vice President None
4905 W. San Nicholas Street
Tampa, FL 33629

Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064

Catherine White (2) Assistant Vice President None

Thomas Wilson (2) Vice President None

Donna Winn (2) Senior Vice President None

Philip Witkower (2) Senior Vice President None

Cary Patrick Wozniak Vice President None
18808 Bravata Court
San Diego, CA 92128

Gregor D. Yuska Vice President None
16035 Canterbury Estates Dr.
Ellisville, MO 63021

Robert G. Zack (2) General Counsel Secretary
and Director

(1)6803 South Tucson Way, Englewood, CO 80112
(2)498 Seventh Avenue, New York, NY 10018
(3)350 Linden Oaks, Rochester, NY 14623

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the
Investment Company Act of 1940 and rules promulgated thereunder are in the possession of OppenheimerFunds, Inc.
at its offices at 6803 South Tucson Way, Englewood, Colorado 80112.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the
Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New York on the 19th day of July,
2002.

OPPENHEIMER MONEY MARKET FUND, INC.

By: /s/ John V. Murphy *
----------------------------------------------------------
John V. Murphy, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by
the following persons in the capacities on the dates indicated:

Signatures Title Date
---------- ----- ----

/s/ Leon Levy* Chairman of the July 19, 2002
------------------------------------- Board of Directors
Leon Levy

/s/ Donald W. Spiro* Vice Chairman and July 19, 2002
------------------------------------- Director
Donald W. Spiro

/s/ Robert G. Galli* Director July 19, 2002
-------------------------------------
Robert G. Galli

/s/ Benjamin Lipstein* Director July 19, 2002
-------------------------------------
Benjamin Lipstein

/s/ John V. Murphy* President and July 19, 2002
------------------------------------- Principal Executive
John V. Murphy Officer

/s/ Elizabeth B. Moynihan* Director July 19, 2002
-------------------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall* Director July 19, 2002
-------------------------------------
Kenneth A. Randall

/s/ Edward V. Regan* Director July 19, 2002
-------------------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Director July 19, 2002
-------------------------------------
Russell S. Reynolds, Jr.

/s/ Brian W. Wixted* Treasurer and July 19, 2002
---------------------- Principal Financial
Brian W. Wixted and Accounting
Officer

/s/ Clayton K. Yeutter* Director July 19, 2002
-------------------------------------
Clayton K. Yeutter

*By: /s/ Robert G. Zack
---------------------------------------------
Robert G. Zack, Attorney-in-Fact

OPPENHEIMER MONEY MARKET FUND, INC.

EXHIBIT INDEX

Exhibit No. Description
----------- -----------

23(b) Amended and Restated By-Laws dated April 11, 2002