MMF485B

497 1 mmf4972002.htm OMMF4972002 MMF485B

Reg. No. 2-49887

File No. 811-2454

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 WebSite
Retirement Plans

How to Sell Shares

By Wire
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. If there is a high redemption demand for the
Fund's shares that was not anticipated, portfolio securities might have to be sold prior to their maturity at a
loss. Also, there is the risk that the value of your investment could be eroded over time by the effects of
inflation, and that poor security selection could cause the Fund to underperform other funds that have a similar
objective.

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 0.73%. 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 1.52% (3rd & 4th Qtr `00) and the lowest return (not annualized) for a calendar quarter was
0.51% (4th Qtr `01).

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

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

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

Fund Shares 3.73% 4.84% 4.43%

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

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.CALL.OPP (225.5677).

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 $3,202,968 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 in the two expense tables 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 0.41%
------------------------------------------------------- ----------------------------------------------------
------------------------------------------------------- ----------------------------------------------------
Distribution (12b-1) Fees None
------------------------------------------------------- ----------------------------------------------------
------------------------------------------------------- ----------------------------------------------------

Other Expenses 0.38%

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

Total Annual Operating Expenses 0.79%

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

"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 0.25% and total operating expenses were 0.63% 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
------------------------- ----------------------------- ---------------------------- -----------------------
------------------------- ----------------------------- ---------------------------- -----------------------

$81 $252 $439 $978

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

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 other 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.

Bank Loan Participation Agreements. The Fund can invest in bank loan participation agreements. They provide the
Fund an undivided interest in a loan made by the issuing bank in the proportion the Fund's interest
bears to the total principal amount of the loan. In evaluating the risk of these investments, the Fund
looks to the creditworthiness of the borrower that is obligated to make principal and interest payments
on the loan.

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 498 Seventh Avenue, New York, NY 10018.

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 0.41% of the Fund's average
annual net assets, before taking into account expense reimbursements of $3,202,968 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.CALL.OPP (1.800.225.5677) 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.

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. o The minimum additional investment in
any such plan accounts established on or after November 1, 2002 is $50. The minimum additional investment to
such plan accounts that were established prior to November 1, 2002 will remain $25. To establish a new Asset
Builder Plan account on or after November 1, 2002, you must first invest at least $500.

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 as an Asset Builder Plan, the $25 minimum applies.
Additional purchases may be for as little as o $25. To establish any type of IRA account on or after November
1, 2002, the minimum investment is $500. The minimum additional investment to any type of IRA account after
November 1, 2002 is $50.

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 the Fund will remain 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, on each day the Exchange is open for trading (referred to in this
Prospectus as a "regular business day"). The Exchange normally closes at 4:00 P.M., Eastern time, but
may close earlier on some days. All references to time in this Prospectus mean "Eastern 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 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.

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 has authorized the Manager, subject
to the Board's review, to ascertain a fair value for such security. A security's valuation may differ
depending on the method used for determining value.

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.CALL.OPP. 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 and proper documentation 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.CALL.OPP.

Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling 1.800.CALL.OPP. 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 OppenheimerFunds 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.CALL.OPP 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.CALL.OPP. 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 OppenheimerFunds 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, Simple IRAs and rollover 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 wire, 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.CALL.OPP, 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 more than $100,000 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.

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 request. To find out how to set up this
feature on your account or to arrange a wire, call the Transfer Agent at 1.800.CALL.OPP.

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.CALL.OPP 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. Remember, your shares may
fluctuate in value and you should not write a check close to the total 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.

HOW DO YOU SELL SHARES BY MAIL? Write a letter of instruction 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 the account is registered, and

o Any special documents requested by the Transfer Agent to assure proper authorization of the person
asking to sell the shares.

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 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, your call must be received
by the Transfer Agent 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 or automatically on PhoneLink, call
1.800.CALL.OPP.

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 seven-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 or by Wire. 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.

If you have requested Federal Funds wire privileges for your account, the wire of the redemption
proceeds will normally be transmitted on the next bank business day after the shares are redeemed.
There is a possibility that the wire may be delayed up to seven days to enable the Fund to sell
securities to pay the redemption proceeds. No dividends are accrued or paid on the proceeds of shares
that have been redeemed and are awaiting transmittal by wire.

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 both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least seven days before you
can exchange them. After the account is open seven 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 the Fund may be exchanged only for shares of the same class in the 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 you 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.CALL.OPP. 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. Submit 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. Exchanges of shares held
under certificates cannot be processed unless the Transfer Agent receives the certificates with the
request.

Telephone Exchange Requests. Telephone exchange requests may be made either by calling a service representative
or by using PhoneLink for automated exchanges by calling 1.800.CALL.OPP. 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 the same day exchange.
The interests of the Fund's long-term shareholders and its ability to manage its investments may be
adversely affected when its shares are repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts are involved, the Fund may have
difficulty implementing long-term investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Fund to sell portfolio securities at disadvantageous
times to raise the cash needed to buy a market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When the Manager believes frequent trading would have a disruptive
effect on the Fund's ability to manage its investments, the Manager and the Fund may reject purchase
orders and exchanges into the Fund by any person, group or account that the Manager believes to be a
market timer.

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. See the
Statement of Additional Information for circumstances when this fee will not be charged.

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 and 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 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, or through 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 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.

Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio
to meet redemptions). This means that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio.

"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.CALL.OPP. You may also notify the Transfer Agent in writing. Individual copies of prospectuses,
reports and privacy notices will be sent to you commencing within 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 CHOICES DO YOU HAVE 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 OppenheimerFunds 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 any taxable distribution
you received in the previous year. Any long-term capital gains 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 seek 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 advisor 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
five fiscal 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.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED JULY 31, 2002 2001 2000 1999 1998
===============================================================================================
PER SHARE OPERATING DATA

Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
-----------------------------------------------------------------------------------------------
Income from investment operations--
net investment income and net realized gain .02 .05 .05 .05 .05
-----------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.02) (.05) (.05) (.05) (.05)
Distributions from net realized gain --(1) -- -- -- --
-----------------------------------------------
Total dividends and/or distributions
to shareholders (.02) (.05) (.05) (.05) (.05)
-----------------------------------------------------------------------------------------------
Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00
===============================================

===============================================================================================
TOTAL RETURN(2) 1.88% 5.32% 5.38% 4.61% 5.03%

===============================================================================================
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions) $2,093 $2,128 $1,812 $1,496 $1,195
-----------------------------------------------------------------------------------------------
Average net assets (in millions) $2,006 $1,968 $1,712 $1,371 $1,114
-----------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 1.88% 5.14% 5.27% 4.51% 4.89%
Expenses 0.79% 0.68% 0.78% 0.78% 0.87%(4)
Expenses, net of reduction to custodian expenses
and/or reimbursement of expenses 0.63% 0.68% 0.78% 0.78% 0.87%

1. Less than $0.005 per share.
2. Assumes an initial investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Total returns are not
annualized for periods of less than one full year. Total returns reflect changes
in net investment income only.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

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.CALL.OPP (225.5677)

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.
PR0200.001.0902 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%

-46-

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

6803 S. Tucson Way, Centennial, Colorado 80112-3924
1.800.225.5677

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.............................................2
The Fund's Investment Policies...............................................................................2
Other Investment Strategies..................................................................................6
Investment Restrictions......................................................................................8

How the Fund is Managed..........................................................................................10
Organization and History....................................................................................10
Directors and Officers of the Fund..........................................................................11
The Manager.................................................................................................19
Performance of the Fund..........................................................................................23

About Your Account

How To Buy Shares................................................................................................25
How To Sell
Shares.................................................................................................29
How To Exchange Shares...........................................................................................33
Dividends and Taxes..............................................................................................36
Additional Information About the Fund............................................................................38

Financial Information About the Fund

Independent Auditors' Report.....................................................................................39
Financial Statements.............................................................................................40

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.

Joint Repurchase Agreements (Proposed). Pursuant to an Exemptive Order issued by the Securities and
Exchange Commission, the Fund, along with other affiliated entities managed by OppenheimerFunds, Inc., may
transfer uninvested cash balances into one or more joint repurchase agreement accounts. These balances are
invested in one or more repurchase agreements, secured by U.S. government securities. Securities pledged as
collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement
requires that the market value of the collateral be sufficient to cover payments of interest and principal;
however, in the event of default by the other party to the agreement, retention of the collateral may be subject
to legal proceedings.

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 and Oversight Committees. 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. Except for Mr. Murphy, each of the Directors is an "Independent Director," as
defined in the Investment Company Act. 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 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 in
the chart below. The information for the Directors also includes the dollar range of shares of the Fund as well
as the aggregate dollar range of shares beneficially owned in any of the Oppenheimer funds overseen by the
Directors. 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. Present or former officers, directors, trustees and
employees (and their immediate family members) of the Fund, the Manager and its affiliates, and retirement plans
established by them for their employees are permitted to purchase Class A shares of the Fund and the other
Oppenheimer funds at net asset value without sales charge. The sales charges on Class A shares is waived for that
group because of the economics of sales efforts realized by the Distributor.

Messrs. Murphy, Masterson, Molleur, Vottiero, 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.

|X| Affiliated Transactions and Material Business Relationships. Mr. Reynolds has reported he has a
controlling interest in The Directorship Search Group, Inc. ("The Directorship Search Group"), a director
recruiting firm that provided consulting services to Massachusetts Mutual Life Insurance Company (which controls
the Manager) for fees aggregating $110,000 from January 1, 2000 through December 31, 2001, an amount representing
less than 5% of the annual revenues of The Directorship Search Group, Inc. 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, who abstained) determined that the
consulting arrangements between The Directorship Search 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. Nonetheless, to assure certainty as to 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 Independent 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

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

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

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

As of May 3, 2002

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

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

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

Robert G. Galli, A trustee or director of other Oppenheimer funds. Over $100,000 Over $100,000
Director since 1993 Formerly Vice Chairman (October 1995-December 1997) of
Age: 69 the Manager. Oversees 41 portfolios in the
OppenheimerFunds complex.

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

Phillip A. Griffiths, The Director (since 1991) of the Institute for Advanced $0 Over $100,000
Director since 2002 Study, Princeton, N.J., director (since 2001) of GSI
Age: 63 Lumonics 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 Over $100,000 Over $100,000
Director since 1974 Business Administration, New York University. Oversees 31
Age: 79 portfolios in the OppenheimerFunds complex.

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

Joel W. Motley3, Director (January 2002-present), Columbia Equity $0 $0
Director since 2002 Financial Corp. (privately-held financial adviser);
Age: 50 Managing Director (January 2002-present), Carmona Motley
Inc. (privately-held financial adviser); Formerly he held
the following positions: Managing Director (January
1998-December 2001), Carmona Motley Hoffman Inc.
(privately-held financial adviser); Managing Director
(January 1992-December 1997), Carmona Motley & Co.
(privately-held financial adviser). Oversees 31
portfolios in the OppenheimerFunds complex.

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

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

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

Kenneth A. Randall, A director of Dominion Resources, Inc. (electric utility $1-$10,000 Over $100,000
Director since 1980 holding company) and Prime Retail, Inc. (real estate
Age: 75 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 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-$10,000 $50,001-$100,000
Director since 1993 (real estate manager); a director of OffitBank; formerly
Age: 72 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
Trustee of New York State and Local Retirement Fund.
Oversees 31 investment companies in the OppenheimerFunds
complex.

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

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

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

Donald W. Spiro, Vice Chairman Emeritus (since January 1991) of the Manager. Over $100,000 Over $100,000
Chairman of the Board of
Director, Formerly a director (January 1969-August 1999) of the
Director since 1985 Manager. Oversees 31 portfolios in the OppenheimerFunds
Age: 76 complex.

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

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

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

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

Interested Director and Officer

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

Name, Address, 4 Age, Principal Occupation(s) During Past 5 Years / Other Dollar Range Aggregate
Dollar Range
of Shares
of Shares Owned in any
Position(s) Held with Beneficially of the
Fund and Length of Trusteeships/Directorships Held by Director / Number of Owned in the Oppenheimer
Service5 Portfolios in Fund Complex Currently Overseen by Director Fund Funds

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

As of May 3, 2002

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

John V. Murphy, Chairman, Chief Executive Officer and director (since June
President since October, 2001) and President (since September 2000) of the Manager; $10,001-$100,000 Over $100,000
2001; Director since President and a director or trustee of other Oppenheimer
July, 2002 funds; President and a director (since July 2001) of
Age: 53 Oppenheimer Acquisition Corp., the Manager's parent holding
company, and of Oppenheimer Partnership Holdings, Inc., a
holding company subsidiary of the Manager; a director (since
November 2001) of OppenheimerFunds Distributor, Inc., the
Fund's distributor; Chairman and a director (since July 2001)
of Shareholder Services, Inc. and of Shareholder Financial
Services, Inc., transfer agent subsidiaries of the Manager;
President and a director (since July 2001) of
OppenheimerFunds Legacy Program, a charitable trust program
established by the Manager; a director of the following
investment advisory subsidiaries of the Manager: OFI
Institutional Asset Management, Inc. and Centennial Asset
Management Corporation (since November 2001), HarbourView
Asset Management Corporation and OFI Private Investments,
Inc. (since July 2001); President (since November 1, 2001)
and a director (since July 2001) of Oppenheimer Real Asset
Management, Inc.; a director (since November 2001) of Trinity
Investment Management Corp. and Tremont Advisers, Inc.,
investment advisory affiliates of the Manager; Executive Vice
President (since February 1997) of Massachusetts Mutual Life
Insurance Company, the Manager's parent company; a director
(since June 1995) of DBL Acquisition Corporation; formerly,
Chief Operating Officer (from September 2000 to June 2001) of
the Manager; President and trustee (from November 1999 to
November 2001) of MML Series Investment Fund and MassMutual
Institutional Funds, open-end investment companies; a
director (from September 1999 to August 2000) of C.M. Life
Insurance Company; President, Chief Executive Officer and
director (from September 1999 to August 2000) of MML Bay
State Life Insurance Company; a director (from June 1989 to
June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank,
a wholly-owned subsidiary of Emerald Isle Bancorp. Oversees
69 portfolios in the OppenheimerFunds complex.

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

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

Officers of the Fund

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

Name, Address,6 Age, Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund and Length of
Service7

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

Philip Vottiero, Vice President/Fund Accounting of the Manager (since March 2002; formerly Vice
Assistant Treasurer President/Corporate Accounting of the Manager (July 1999-March 2002) prior to which he was
since August 15, 2002 Chief Financial Officer at Sovlink Corporation (April 1996-June 1999). An officer of 72
Age: 39 portfolios in the OppenheimerFunds complex.

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

Carol E. Wolf, Vice Senior Vice President (since June 2000) of the Manager; an officer of 7 portfolios in the
President and Portfolio OppenheimerFunds complex; formerly Vice President of the Manager (June 1990 - June 2000).
Manager since November Senior Vice President (since June 2000) of OppenheimerFunds, Inc.; an officer of 7 portfolios
1988 in the OppenheimerFunds complex; formerly Vice President of OppenheimerFunds, Inc. (June 1990
Age: 50 - June 2000).

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

Barry D. Weiss, Vice Vice President of the Manager (since July 2001); an officer of 7 portfolios in the
President and Portfolio OppenheimerFunds complex; formerly Assistant Vice President and Senior Credit Analyst of the
Manager since July 31, Manager (February 2000-June 2001). Prior to joining the Manager in February 2000, he was
2001 Associate Director, Structured Finance, Fitch IBCA Inc. (April 1998 - February 2000); News
Age: 38 Director, Fitch Investors Service (September 1996 - April 1998); and Senior Budget Analyst,
City of New York, Office of Management & Budget (February 1990 - September 1996).

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

Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer (since March
Treasurer, Principal 1999) of HarbourView Asset Management Corporation, Shareholder Services, Inc., Oppenheimer
Financial and Accounting Real Asset Management Corporation, Shareholder Financial Services, Inc., Oppenheimer
Officer since April 1999 Partnership Holdings, Inc., OFI Private Investments, Inc. (since March 2000), OppenheimerFunds
Age: 42 International Ltd. and Oppenheimer Millennium Funds plc (since May 2000) and OFI Institutional
Asset Management, Inc. (since November 2000) (offshore fund management subsidiaries 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); formerly
Principal and Chief Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual
Fund Services Division. An officer of 85 portfolios in the OppenheimerFunds complex.

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

Robert G. Zack, Senior Vice President (since May 1985) and General Counsel (since February 2002) of the
Secretary Manager; General Counsel and a director (since November 2001) of OppenheimerFunds Distributor,
since November 1, 2001 Inc.; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset
Age: 54 Management Corporation; Vice President and a director (since November 2000) of Oppenheimer
Partnership Holdings, Inc.; Senior Vice President, General Counsel and a director (since
November 2001) of Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI
Private Investments, Inc., Oppenheimer Trust Company and OFI Institutional Asset Management,
Inc.; General Counsel (since November 2001) of Centennial Asset Management Corporation; a
director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant Secretary
and a director (since November 2001) of OppenheimerFunds International Ltd.; Vice President
(since November 2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of
Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February 2002)
and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of
Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc.
(November 1989-November 2001); OppenheimerFunds International Ltd. and Oppenheimer Millennium
Funds plc (October 1997-November 2001). An officer of 85 portfolios in the OppenheimerFunds
complex.

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

Philip T. Masterson, Vice President and Assistant Counsel of the Manager (since July 1998); formerly, an associate
Assistant Secretary
since August 15, 2002 with Davis, Graham, & Stubbs LLP (January 1997-June 1998). An officer of 72 portfolios in the
Age: 38 OppenheimerFunds complex.

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

Denis R. Molleur,
Assistant Secretary Vice President and Senior Counsel of the Manager (since July 1999); formerly a Vice President
since November 1, 2001 and Associate Counsel of the Manager (September 1995-July 1999). An officer of 82 portfolios
Age: 44 in the OppenheimerFunds complex.

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

Katherine P. Feld, Vice President and Senior Counsel (since July 1999) of the Manager; Vice President (since June
Assistant Secretary 1990) of OppenheimerFunds Distributor, Inc.; Director, Vice President and Assistant Secretary
since November 1, 2001 (since June 1999) of Centennial Asset Management Corporation; Vice President (since 1997) of
Age: 44 Oppenheimer Real Asset Management, Inc.; formerly Vice President and Associate Counsel of the
Manager (June 1990-July 1999). An officer of 85 portfolios in the OppenheimerFunds complex.

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

Kathleen T. Ives, Vice President and Assistant Counsel (since June 1998) of the Manager; Vice President (since
Assistant Secretary 1999) of OppenheimerFunds Distributor, Inc.; Vice President and Assistant Secretary (since
since November 1, 2001 1999) of Shareholder Services, Inc.; Assistant Secretary (since December 2001) of
Age: 36 OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc.; formerly Assistant
Vice President and Assistant Counsel of the Manager (August 1997-June 1998); Assistant Counsel
of the Manager (August 1994-August 1997). An officer of 85 portfolios in the OppenheimerFunds
complex.

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

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.

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

Director Name and Other Fund As of Fiscal Year Ended As of December 31, 2001
Position(s)
(as applicable) 7/31/02

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

Aggregate Retirement Estimated Annual Total Compensation From
Retirement Benefits All Oppenheimer Funds
Paid at Retirement For Which Individual
Benefits Accrued from all Board I Serves As
Compensation as Part of Fund Funds Trustee/Director
from Fund1 Expenses (33 Funds) 2 (33 Funds)

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

Leon Levy $12,479 $2,381 $137,560 $173,700
Chairman

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

Robert G. Galli $7,598 $7,051 $32,7662 $202,8863
Study Committee Member

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

Phillip Griffiths4 $0 $0 $6,803 $54,889

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

Benjamin Lipstein $10,787 $0 $118,911 $150,152
Study Committee Chairman,
Audit Committee Member

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

Elizabeth B. Moynihan $7,598 $9,105 $52,348 $105,760
Study Committee Member

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

Kenneth A. Randall $6,969 $5,541 $76,827 $97,012
Audit Committee Chairman

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

Edward V. Regan $6,894 $9,649 $42,748 $95,960
Proxy Committee Chairman,
Audit Committee Member

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

Russell S. Reynolds, Jr. $5,158 $5,970 $46,197 $71,792
Proxy Committee Member

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

Donald Spiro $5,195 $2,240 $3,625 $64,080

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

Clayton K. Yeutter $5,1585 $4,556 $31,982 $71,792
Proxy Committee Member

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

Compensation includes fees and deferred compensation, if any for the fiscal year-ended.
Estimated annual retirement benefits paid at retirement is based on a straight life payment plan election. The
amount for Mr. Galli includes $14,818 for serving as a trustee or director of 10 Oppenheimer funds that are not
Board I Funds.
2. Includes $97,126 for Mr. Galli for serving as trustee or director of 10 Oppenheimer funds that are not
Board I Funds.
3. Phillip Griffiths was elected to the Oppenheimer Money Market Fund board effective 7/29/02. There were
no expenses incurred by the fund on behalf of Mr. Griffiths during the fiscal year ended.
4. Aggregate compensation from the Fund includes $1,290 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 29, 2002, the Manager owned 112,034,776.600 shares (representing 5.48%
of the Fund's outstanding shares.) As of that date, no other persons owned of record or were 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.

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. 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 $3,202,968 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 $8,271,152*

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

*Does not include expense reimbursements of $3,202,968 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.CALL.OPP (1.800.225.5677) 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. Total returns for the six
months ended 7.31.02, and yields for all or any portion of that period, would have been lower without
the expense assumption by the Manager during that period, which has now been terminated, as explained
above 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
------- = 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
--------------------- ---------------------- ---------------------- ----------------------- -----------------
--------------------- ---------------------- ---------------------- ----------------------- -----------------

1.37% 1.38% 1.88% 4.44% 4.29%

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

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. Effective
November 1, 2002, for any new Asset Builder Plan, each purchase through AccountLink must be at least $50 and
---
shareholders must invest at least $500 before an Asset Builder Plan can be established on a new account. Accounts
established prior to November 1, 2001, will remain at $25 for additional purchases. Shares will be purchased on
the regular business day the Distributor is instructed to initiate the Automated Clearing House ("ACH") transfer
to buy the 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 three 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. Currently, the minimum
investment is $25 to establish an Asset Builder Plan, and will remain at $25 for those accounts established prior
to November 1, 2002. However, as described above under "AccountLink," for Asset Builder Plans established on or
after November 1, 2002, the minimum investment for new Asset Builder Plans will increase to $50, each purchase
must be at least $50 and shareholders must invest at least $500 before an Asset Builder Plan can be established.
---
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 and currently include the following:

Oppenheimer Bond Fund Oppenheimer Municipal 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 fund shares may be subject to a contingent
deferred sales charge.

Account Fees. As stated in the Prospectus, effective September 27, 2002, a $12 annual fee will be charge 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 a 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; and
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.
------------------------

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. The
calculation is done by dividing the value of the Fund's net assets by the total number of shares that are
outstanding. The Exchange normally closes at 4:00 P.M., Eastern time, but may close earlier on some other days
(for example, in case of weather emergencies or on days falling before a U.S. holiday). All references to time
in this Statement of Additional Information mean "Eastern time." The Exchange's most recent annual announcement
(which is subject to change) states that it will close on New Year's Day, Presidents' Day, Martin Luther King Jr.
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 United Missouri Bank (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 redemption 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, SEP-IRA's,
Simple 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 plan sponsors) 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 an 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., but may do so earlier on some days. 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 owners on the redemption documents 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 (see "How To Buy
Shares") may arrange to have Automatic Withdrawal Plan payments transferred to the bank account designated on the
account application or by 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. The Fund reserves the right to amend, suspend or discontinue offering these plans at any time without
prior notice.

By requesting an Automatic Withdrawal or Exchange Plan, the shareholder agrees to the terms and
conditions that apply 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. Effective November 1, 2002, the minimum amount that may be exchanged
to each other fund account is $50. Instructions should be provided on the OppenheimerFunds 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(s) (the "Planholder") who executed the Plan authorization and application submitted to the Transfer
Agent. Neither the Fund nor the Transfer Agent 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 after 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 to
redeem all, or any part of, the shares held under the Plan (in proper form in accordance with the requirements of
the then-current Prospectus of the Fund). In that case, the Transfer Agent will redeem the number of shares
requested at the net asset value per share in effect 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 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 may 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 this Fund,
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 shares of Oppenheimer Senior Floating Rate Fund are not available by exchange of shares of this
Fund or Class A shares of Oppenheimer Cash Reserves.
o 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 shares of other Oppenheimer funds held by retirement plans.
o 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.
o 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.
o 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.

The Fund may amend, suspend or terminate the exchange privilege at any time. Although the Fund may
impose these changes at any time, it will provide you with notice of those changes whenever it is required to do
so by applicable law. It may be required to provide 60 days' notice prior to materially amending or terminating
the exchange privilege. That 60 day notice is not required in extraordinary circumstances.

|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.

|X| 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.

|X| 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 and capital gains distributions is briefly highlighted in the Prospectus. The following is only
a summary of certain additional tax considerations generally affecting the Fund and its shareholders.

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.

o 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 net investment
income (that is, taxable interest, dividends, and 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 12 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 (including receivables), 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.

OPPENHEIMER MONEY MARKET FUND, INC.

INDEPENDENT AUDITORS' REPORT
--------------------------------------------------------------------------------

================================================================================
THE BOARD OF DIRECTORS AND SHAREHOLDERS OF

OPPENHEIMER MONEY MARKET FUND, INC.:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Money Market Fund, Inc., including the statement of investments, as
of July 31, 2002, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 2002, by correspondence with the custodian and
brokers or by other appropriate auditing procedures where replies from brokers
were not received. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Oppenheimer Money Market Fund, Inc. as of July 31, 2002, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

/s/ KPMG LLP

KPMG LLP

Denver, Colorado
August 21, 2002

STATEMENT OF INVESTMENTS July 31, 2002
================================================================================

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
===================================================================================
CERTIFICATES OF DEPOSIT--7.8%
-----------------------------------------------------------------------------------
DOMESTIC CERTIFICATES OF DEPOSIT--3.8%

Citibank NA, 1.82%, 8/6/02 $20,000,000 $ 20,000,000
-----------------------------------------------------------------------------------
National Bank of Commerce, Tennessee:
1.88%, 6/20/03(1) 25,000,000 24,997,490
1.89%, 10/2/02(1) 15,000,000 15,000,263
-----------------------------------------------------------------------------------
Suntrust Bank, 1.955%, 5/23/03 20,000,000 20,015,405
------------
80,013,158

-----------------------------------------------------------------------------------
YANKEE CERTIFICATES OF DEPOSIT--4.0%
BNP Paribas, Chicago, 2.10%, 10/17/02 18,000,000 18,000,000
-----------------------------------------------------------------------------------
BNP Paribas, New York, 1.96%, 11/13/02 15,000,000 15,000,000
-----------------------------------------------------------------------------------
Lloyds TSB Bank plc, New York, 1.93%, 8/19/02 10,000,000 10,000,000
-----------------------------------------------------------------------------------
Nordea Bank Finland plc, New York, 2.10%, 12/12/02 15,000,000 15,000,000
-----------------------------------------------------------------------------------
Svenska Handelsbanken, NY:
1.94%, 1/22/03 10,000,000 10,000,478
1.96%, 1/17/03 15,000,000 15,000,000
------------
83,000,478
------------
Total Certificates of Deposit (Cost $163,013,636) 163,013,636

===================================================================================
DIRECT BANK OBLIGATIONS--12.9%
-----------------------------------------------------------------------------------
Danske Corp., Series A:
1.80%, 1/16/03 15,000,000 14,874,000
1.93%, 8/5/02 8,000,000 7,998,285
1.98%, 9/4/02 22,000,000 21,958,860
-----------------------------------------------------------------------------------
Governor & Co. of the Bank of Ireland, 1.83%, 1/10/03(2) 20,000,000 19,835,300
-----------------------------------------------------------------------------------
Lloyds TSB Bank plc, 1.92%, 8/12/02 20,000,000 19,988,267
-----------------------------------------------------------------------------------
Nationwide Building Society:
1.93%, 8/16/02 27,000,000 26,978,288
1.99%, 12/3/02 20,000,000 19,862,911
-----------------------------------------------------------------------------------
Nordea North America, Inc. (gtd. by Merita Bank plc):
1.955%, 11/25/02 15,000,000 14,905,508
2.03%, 10/18/02 20,000,000 19,912,033
-----------------------------------------------------------------------------------
Societe Generale North America, 2.23%, 10/2/02 25,000,000 24,903,986
-----------------------------------------------------------------------------------
Svenska Handelsbanken, Inc., Series S
(gtd. by Svenska Handelsbanken AG):
1.85%, 12/18/02 15,000,000 14,892,854
1.97%, 1/9/03 15,000,000 14,877,036
-----------------------------------------------------------------------------------
U.S. Bank NA MN, 2.03%, 10/24/02 25,000,000 25,000,000
-----------------------------------------------------------------------------------
U.S. Bank NA MN, North Dakota, 1.73%, 4/30/03(1) 25,000,000 24,989,500
------------
Total Direct Bank Obligations (Cost $270,976,828) 270,976,828

===================================================================================
LETTERS OF CREDIT--1.1%
-----------------------------------------------------------------------------------
Barclays Bank plc, guaranteeing commercial paper of Banco
Nacional de Comercio Exterior SNC, 2.25%, 9/26/02
(Cost $22,920,573) 23,000,000 22,920,573

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
===================================================================================

SHORT-TERM NOTES--71.3%
-----------------------------------------------------------------------------------
AEROSPACE & DEFENSE--2.0%
General Dynamics Corp.:
2.07%, 9/12/02(2) $15,000,000 $ 14,963,775
2.07%, 12/30/02(2) 17,000,000 16,852,398
2.17%, 9/16/02(2) 10,000,000 9,972,272
------------
41,788,445

-----------------------------------------------------------------------------------
ASSET-BACKED--18.1%
Barton Capital Corp., 1.80%, 10/7/02(2) 20,000,000 19,933,000
-----------------------------------------------------------------------------------
BILLS Securitisation Ltd.:
2.02%, 11/15/02 25,000,000 24,851,305
2.03%, 10/18/02 10,000,000 9,956,017
-----------------------------------------------------------------------------------
Charta Corp.:
1.77%, 9/18/02(2) 15,000,000 14,964,600
1.77%, 10/22/02(2) 15,000,000 14,939,525
-----------------------------------------------------------------------------------
Crown Point Capital Co., 1.78%, 12/4/02(2) 15,000,000 14,907,292
-----------------------------------------------------------------------------------
Edison Asset Securitization LLC, 1.94%, 8/13/02(2) 20,000,000 19,987,067
-----------------------------------------------------------------------------------
Fairway Finance Corp.:
2.05%, 11/27/02(2) 12,634,000 12,549,106
2.11%, 10/15/02(2) 17,790,000 17,711,798
-----------------------------------------------------------------------------------
Galaxy Funding, Inc.:
2.08%, 12/11/02(2) 15,000,000 14,885,600
2.08%, 12/12/02(2) 5,000,000 4,961,578
-----------------------------------------------------------------------------------
GOVCO, Inc.:
1.76%, 10/25/02(2) 15,000,000 14,937,667
2.10%, 10/15/02(2) 5,000,000 4,978,125
-----------------------------------------------------------------------------------
Greyhawk Funding LLC:
1.82%, 1/13/03(2) 9,000,000 8,924,925
2.20%, 9/13/02(2) 25,000,000 24,934,306
-----------------------------------------------------------------------------------
Lexington Parker Capital Co. LLC:
1.78%, 1/27/03(2) 10,000,000 9,911,494
2%, 9/6/02(2) 10,000,000 9,980,000
2.02%, 12/2/02(2) 31,000,000 30,786,048
2.05%, 10/18/02(2) 6,000,000 5,973,350
-----------------------------------------------------------------------------------
Neptune Funding Corp., 2.04%, 11/22/02(2) 25,000,000 24,839,917
-----------------------------------------------------------------------------------
New Center Asset Trust, 1.79%, 10/10/02 5,000,000 4,982,597
-----------------------------------------------------------------------------------
Perry Global Funding LLC, Series A:
1.83%, 1/14/03(2) 8,000,000 7,932,493
1.84%, 1/16/03(2) 11,000,000 10,905,547
-----------------------------------------------------------------------------------
Scaldis Capital LLC:
1.87%, 12/16/02(2) 20,460,000 20,315,956
2.28%, 9/24/02(2) 10,000,000 9,965,800
-----------------------------------------------------------------------------------
Sheffield Receivables Corp.:
1.76%, 8/14/02(2) 5,000,000 4,996,822
1.82%, 8/12/02(2) 14,500,000 14,491,936
------------
378,503,871

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
===================================================================================

BEVERAGES--0.5%
Diageo Capital plc, 1.91%, 12/9/02(2) $10,000,000 $ 9,931,028
-----------------------------------------------------------------------------------
BROKER-DEALERS--10.4%
Banc of America Securities LLC, 2.013%, 8/1/02(1) 50,000,000 50,000,000
-----------------------------------------------------------------------------------
Goldman Sachs Group LP, Promissory Note:
1.98%, 12/13/02(3) 12,000,000 12,000,000
2.06%, 11/25/02 35,000,000 35,000,000
2.11%, 8/30/02(3) 9,000,000 9,000,000
-----------------------------------------------------------------------------------
Morgan Stanley Dean Witter & Co.:
1.75%, 8/23/02 12,000,000 11,987,166
1.81%, 12/2/02(1) 50,000,000 50,000,000
-----------------------------------------------------------------------------------
Salomon Smith Barney Holdings, Inc.:
1.75%, 1/23/03 15,000,000 14,872,396
1.79%, 4/25/03(1) 15,000,000 15,000,000
1.81%, 1/10/03 20,000,000 19,837,100
------------
217,696,662
-----------------------------------------------------------------------------------
CHEMICALS--2.1%
BASF AG:
1.945%, 11/18/02(2) 20,000,000 19,882,219
1.96%, 11/21/02(2) 25,000,000 24,847,556
------------
44,729,775
-----------------------------------------------------------------------------------
COMMERCIAL FINANCE--2.6%
Countrywide Home Loans:
1.83%, 8/5/02 20,000,000 19,995,934
1.83%, 8/16/02 20,000,000 19,984,750
-----------------------------------------------------------------------------------
Private Export Fund Corp., 1.91%, 8/15/02(2) 15,000,000 14,988,858
------------
54,969,542
-----------------------------------------------------------------------------------
CONSUMER FINANCE--3.3%
American Express Credit Corp., Series B:
1.827%, 4/25/03(1) 15,000,000 15,000,000
1.83%, 5/7/03(1) 25,000,000 25,000,000
-----------------------------------------------------------------------------------
American General Finance Corp.:
1.80%, 8/9/02 15,000,000 14,994,000
1.98%, 1/8/03 15,000,000 14,868,000
------------
69,862,000
-----------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL--1.6%
GE Capital International Funding, Inc.
(gtd. by General Electric Capital Corp.), 2%, 11/1/02(2) 10,000,000 9,948,889
-----------------------------------------------------------------------------------
General Electric Capital Corp., 2.04%, 12/23/02 8,000,000 7,934,720
-----------------------------------------------------------------------------------
Wells Fargo Financial, Inc., 1.80%, 1/15/03 15,000,000 14,874,750
------------
32,758,359

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
===================================================================================

DIVERSIFIED TELECOMMUNICATION SERVICES--1.0%
SBC International, Inc.:
1.82%, 8/26/02(2) $10,000,000 $ 9,987,361
1.91%, 9/18/02(2) 10,000,000 9,976,600
------------
19,963,961
-----------------------------------------------------------------------------------
FOOD PRODUCTS--1.2%
Nestle Capital Corp.:
1.87%, 2/3/03(2) 20,000,000 19,806,767
1.90%, 2/5/03(2) 5,000,000 4,950,389
------------
24,757,156
-----------------------------------------------------------------------------------
INSURANCE--10.3%
General Electric Capital Assurance Co.,
1.889%, 12/1/03(1,3) 37,000,000 37,000,000
-----------------------------------------------------------------------------------
ING America Insurance Holdings, Inc.:
1.82%, 1/9/03 5,000,000 4,959,303
1.92%, 8/7/02 15,000,000 14,995,200
1.92%, 8/9/02 20,000,000 19,991,466
1.93%, 8/14/02 18,000,000 17,987,455
-----------------------------------------------------------------------------------
Jackson National Life Insurance Co.:
1.85%, 8/1/02(1) 2,000,000 2,000,000
1.90%, 3/3/03(1) 30,000,000 30,000,000
-----------------------------------------------------------------------------------
Metropolitan Life Insurance Co., 1.889%, 8/1/02(1) 33,000,000 33,000,000
-----------------------------------------------------------------------------------
Pacific Life Insurance Co., 1.889%, 2/14/03(1,3) 20,000,000 20,000,000
-----------------------------------------------------------------------------------
Prudential Insurance Co. of America, 1.86%, 1/31/03(1) 25,000,000 25,000,000
-----------------------------------------------------------------------------------
Travelers Insurance Co., 1.859%, 10/4/02(1,3) 10,000,000 10,000,000
------------
214,933,424
-----------------------------------------------------------------------------------
LEASING & FACTORING--1.7%
American Honda Finance Corp.:
1.82%, 4/9/03(1,4) 10,000,000 10,000,000
1.84%, 6/24/03(1,4) 15,000,000 14,998,493
-----------------------------------------------------------------------------------
Toyota Motor Credit Corp., 2.03%, 10/15/02(2) 10,000,000 9,957,708
------------
34,956,201
-----------------------------------------------------------------------------------
METALS/MINING--0.2%
Rio Tinto Ltd. (gtd. by Rio Tinto plc and Rio Tinto Ltd.),
1.75%, 8/28/02(2) 5,000,000 4,993,438
-----------------------------------------------------------------------------------
OIL & GAS--1.9%
BP Capital Markets plc, 2%, 11/8/02 20,000,000 19,890,000
-----------------------------------------------------------------------------------
Chevron UK Investment plc (gtd. by ChevronTexaco Corp.),
1.95%, 11/7/02(2) 10,000,000 9,946,917
-----------------------------------------------------------------------------------
Shell Finance UK plc, 1.99%, 10/21/02 10,000,000 9,955,225
------------
39,792,142

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
===================================================================================

PHARMACEUTICALS--3.5%
GlaxoSmithKline Finance plc, 1.76%, 10/23/02(2) $15,000,000 $ 14,939,133
-----------------------------------------------------------------------------------
Wyeth:
1.88%, 8/1/02(2) 15,000,000 15,000,000
1.89%, 12/20/02(1,2) 21,000,000 21,000,000
1.90%, 8/2/02(2) 15,000,000 14,999,208
1.90%, 9/9/02(2) 7,000,000 6,985,592
------------
72,923,933
-----------------------------------------------------------------------------------
SPECIAL PURPOSE FINANCIAL--10.9%
Beta Finance, Inc.:
1.79%, 4/22/03(1,4) 20,000,000 19,998,000
1.87%, 1/6/03(2) 20,000,000 19,836,733
2.25%, 9/23/02(2) 15,000,000 14,950,313
-----------------------------------------------------------------------------------
Cooperative Assn. of Tractor Dealers, Inc., Series A,
1.80%, 1/15/03 12,600,000 12,494,790
-----------------------------------------------------------------------------------
Cooperative Assn. of Tractor Dealers, Inc., Series B,
1.97%, 9/25/02 17,700,000 17,646,728
-----------------------------------------------------------------------------------
Independence Funding LLC, 1.84%, 1/8/03(2) 20,000,000 19,836,444
-----------------------------------------------------------------------------------
K2 (USA) LLC:
1.87%, 1/8/03(2) 8,600,000 8,528,524
1.96%, 8/27/02(2) 16,091,000 16,068,222
1.97%, 8/22/02(2) 15,000,000 14,982,763
1.99%, 9/3/02(2) 18,000,000 17,967,165
-----------------------------------------------------------------------------------
LINKS Finance LLC:
1.85%, 8/1/02(2) 30,000,000 30,000,000
1.87%, 5/15/03(1) 25,000,000 24,997,500
-----------------------------------------------------------------------------------
Long Lane Master Trust 4, 1.86%, 8/8/02(4) 11,721,000 11,716,761
------------
229,023,943
------------
Total Short-Term Notes (Cost $1,491,583,880) 1,491,583,880
===================================================================================
U.S. GOVERNMENT AGENCIES--6.9%
-----------------------------------------------------------------------------------
Federal Home Loan Bank:
1.78%, 8/2/02 25,000,000 24,998,764
2.15%, 8/13/03(5) 15,000,000 15,000,000
2.25%, 8/14/03(5) 15,000,000 15,000,000
6%, 8/15/02 25,000,000 25,038,977
-----------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.:
1.77%, 8/8/02 10,000,000 9,996,558
1.79%, 8/1/02 10,000,000 10,000,000
-----------------------------------------------------------------------------------
Federal National Mortgage Assn.:
1.67%, 1/23/03 10,000,000 9,918,819
2%, 4/1/03 25,000,000 24,662,500
6.75%, 8/15/02 9,000,000 9,016,649
------------
Total U.S. Government Agencies (Cost $143,632,267) 143,632,267

STATEMENT OF INVESTMENTS Continued
--------------------------------------------------------------------------------

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
===================================================================================

JOINT REPURCHASE AGREEMENTS--1.1%
-----------------------------------------------------------------------------------
Individual interest of 4.63% in joint repurchase
agreement with PaineWebber, Inc., 1.81%, dated
7/31/02, to be repurchased at $513,825,833 on
8/1/02, collateralized by Federal Home Loan
Mortgage Corp., 6%, 3/1/32, with a value of
$223,603,854 and Federal National Mortgage Assn.,
5.50%, 6/1/17, with a value of $301,228,060 (Cost
$23,800,000) $23,800,000 $ 23,800,000
-----------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $2,115,927,184) 101.1% 2,115,927,184
-----------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (1.1) (22,443,421)
-----------------------
NET ASSETS 100.0% $2,093,483,763
=======================

FOOTNOTES TO STATEMENT OF INVESTMENTS

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

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

2. Security issued in an exempt transaction without registration under the
Securities Act of 1933. Such securities amount to $764,649,523, or 36.53% of the
Fund's net assets, and have been determined to be liquid pursuant to guidelines
adopted by the Board of Directors.

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

4. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Directors. These securities amount to $56,713,254 or 2.71% of the Fund's net
assets as of July 31, 2002.

5. When-issued security to be delivered and settled after July 31, 2002.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES July 31, 2002
--------------------------------------------------------------------------------

==================================================================================

ASSETS
Investments, at value (cost $2,115,927,184)--see
accompanying statement $2,115,927,184
----------------------------------------------------------------------------------
Cash 7,261,658
----------------------------------------------------------------------------------
Receivables and other assets:
Shares of capital stock sold 9,360,217
Interest 2,554,528
Other 132,687
--------------
Total assets 2,135,236,274

==================================================================================
LIABILITIES
Payables and other liabilities:
Investments purchased on a when-issued basis 30,000,000
Shares of capital stock redeemed 9,573,703
Transfer and shareholder servicing agent fees 821,745
Dividends 775,039
Directors' compensation 365,305
Shareholder reports 154,831
Other 61,888
--------------
Total liabilities 41,752,511

==================================================================================
NET ASSETS $2,093,483,763
==============

----------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
Par value of shares of capital stock $ 209,342,910
----------------------------------------------------------------------------------
Additional paid-in capital 1,884,140,853
--------------
NET ASSETS--applicable to 2,093,429,099 shares of capital
stock outstanding $2,093,483,763
==============
==================================================================================
NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $1.00
=====

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENT OF OPERATIONS For the Year Ended July 31, 2002
--------------------------------------------------------------------------------

==================================================================================
INVESTMENT INCOME

Interest $50,350,582

==================================================================================
EXPENSES
Management fees 8,271,152
----------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 6,113,790
----------------------------------------------------------------------------------
Shareholder reports 984,914
----------------------------------------------------------------------------------
Directors' compensation 114,328
----------------------------------------------------------------------------------
Custodian fees and expenses 79,466
----------------------------------------------------------------------------------
Other 296,004
------------
Total expenses 15,859,654
Less reduction to custodian expenses (39,958)
Less reimbursement of expenses (3,202,968)
------------
Net expenses 12,616,728

==================================================================================
NET INVESTMENT INCOME 37,733,854

==================================================================================
NET REALIZED GAIN ON INVESTMENTS 146,424

==================================================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $37,880,278
============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENTS OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------

YEAR ENDED JULY 31, 2002 2001
====================================================================================
OPERATIONS

Net investment income $ 37,733,854 $ 101,198,342
------------------------------------------------------------------------------------
Net realized gain 146,424 15,568
------------------------------
Net increase in net assets resulting from operations 37,880,278 101,213,910

====================================================================================
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income (37,571,861) (101,198,342)
------------------------------------------------------------------------------------
Distributions from net realized gain (161,993) --

====================================================================================
CAPITAL STOCK TRANSACTIONS
Net increase (decrease) in net assets resulting
from capital stock transactions (34,710,037) 316,422,886

====================================================================================
NET ASSETS
------------------------------------------------------------------------------------
Total increase (decrease) (34,563,613) 316,438,454
------------------------------------------------------------------------------------
Beginning of period 2,128,047,376 1,811,608,922
------------------------------
End of period $2,093,483,763 $2,128,047,376
==============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

YEAR ENDED JULY 31, 2002 2001 2000 1999 1998
===============================================================================================
PER SHARE OPERATING DATA

===============================================================================================
TOTAL RETURN(2) 1.88% 5.32% 5.38% 4.61% 5.03%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Money Market Fund, Inc. (the Fund) is registered under the
Investment Company Act of 1940, as amended, as an open-end management
investment company. The Fund's investment objective is to seek the maximum
current income that is consistent with stability of principal. The Fund's
investment advisor is OppenheimerFunds, Inc. (the Manager).
The following is a summary of significant accounting policies consistently
followed by the Fund.
--------------------------------------------------------------------------------
SECURITIES VALUATION. Portfolio securities are valued on the basis of amortized
cost, which approximates market value.
--------------------------------------------------------------------------------
SECURITIES PURCHASED ON A WHEN-ISSUED BASIS. Delivery and payment for
securities that have been purchased by the Fund on a when-issued basis can take
place a month or more after the trade date. Normally the settlement date occurs
within six months after the trade date; however, the Fund may, from time to
time, purchase securities whose settlement date extends six months or more
beyond trade date. During this period, such securities do not earn interest,
are subject to market fluctuation and may increase or decrease in value prior
to their delivery. The Fund maintains segregated assets with a market value
equal to or greater than the amount of its commitments. These transactions of
securities on a when-issued basis may increase the volatility of the Fund's net
asset value to the extent the Fund executes such transactions while remaining
substantially fully invested. As of July 31, 2002, the Fund had entered into
when-issued purchase commitments of $30,000,000.
--------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. The Fund, along with other affiliated funds of the
Manager, may transfer uninvested cash balances into one or more joint
repurchase agreement accounts. These balances are invested in one or more
repurchase agreements, secured by U.S. government securities. Securities
pledged as collateral for repurchase agreements are held by a custodian bank
until the agreements mature. Each agreement requires that the market value of
the collateral be sufficient to cover payments of interest and principal;
however, in the event of default by the other party to the agreement, retention
of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to shareholders. Therefore, no federal
income or excise tax provision is required.
--------------------------------------------------------------------------------
DIRECTORS' COMPENSATION. The Fund has adopted an unfunded retirement plan for
the Fund's independent directors. Benefits are based on years of service and
fees paid to each director during the years of service. During the year ended
July 31, 2002, the Fund's projected benefit obligations were increased by
$46,493 and payments of $10,121 were made to retired directors, resulting in an
accumulated liability of $356,021 as of July 31, 2002.

NOTES TO FINANCIAL STATEMENTS Continued
--------------------------------------------------------------------------------

================================================================================
1. SIGNIFICANT ACCOUNTING POLICIES Continued
The Board of Directors has adopted a deferred compensation plan for independent
directors that enables directors to elect to defer receipt of all or a portion
of annual compensation they are entitled to receive from the Fund. Under the
plan, the compensation deferred is periodically adjusted as though an
equivalent amount had been invested for the Board of Directors in shares of one
or more Oppenheimer funds selected by the director. The amount paid to the
Board of Directors under the plan will be determined based upon the performance
of the selected funds. Deferral of directors' fees under the plan will not
affect the net assets of the Fund, and will not materially affect the Fund's
assets, liabilities or net investment income per share.
--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or net realized
gain was recorded by the Fund.
The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended July 31, 2002, amounts have been reclassified to reflect an increase
in paid-in capital of $204,441, a decrease in undistributed net investment
income of $161,993, and a decrease in accumulated net realized gain of $42,448.
Net assets of the Fund were unaffected by the reclassifications.
--------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
--------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

================================================================================
2. CAPITAL STOCK
The Fund has authorized five billion shares of $.10 par value capital stock.
Transactions in shares of capital stock were as follows:

YEAR ENDED JULY 31, 2002 YEAR ENDED JULY 31, 2001
SHARES AMOUNT SHARES AMOUNT
-----------------------------------------------------------------------------------------

Sold 3,704,652,506 $3,704,652,506 6,415,157,863 $6,415,157,863
Dividends and/or
distributions reinvested 37,188,522 37,188,522 96,411,977 96,411,977
Redeemed (3,776,551,065) (3,776,551,065) (6,195,146,954) (6,195,146,954)
---------------------------------------------------------------
Net increase (decrease) (34,710,037) $ (34,710,037) 316,422,886 $ 316,422,886
===============================================================

================================================================================
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES. Management fees paid to the Manager were in accordance with
the investment advisory agreement with the Fund which provides for a fee of
0.45% of the first $500 million of average annual net assets, 0.425% of the
next $500 million, 0.40% of the next $500 million, and 0.375% of net assets in
excess of $1.5 billion. Under the investment advisory agreement in effect prior
to July 30, 2002, the Manager guaranteed that the total expenses of the Fund in
any calendar year, exclusive of taxes, interest and brokerage fees, shall not
exceed the lesser of 1% of the average annual net assets of the Fund, or 25% of
the total annual investment income of the Fund. The Manager had undertaken to
pay or refund to the Fund any amount by which such expenses shall exceed these
limits. The payment of the management fee at the end of any month was reduced
so that at no time would there be any accrued but unpaid liability under this
expense limitation. As a result of this agreement, the Fund was reimbursed
$3,202,968 for the year ended July 31, 2002. A new investment advisory
agreement providing the same management fee rates but without this expense
limit has been approved by a vote of shareholders during the shareholder
meeting effective July 30, 2002. The Fund's management fee for the year ended
July 31, 2002 (without giving effect to expense reimbursements) was an
annualized rate of 0.41%.
--------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS a $27.50 per account fee.
OFS has voluntarily agreed to limit transfer and shareholder servicing agent
fees, up to an annual rate of 0.35% of average net assets. This undertaking may
be amended or withdrawn at any time.

================================================================================
4. ILLIQUID SECURITIES
As of July 31, 2002, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Fund intends to invest no more than 10% of its net assets (determined at the
time of purchase and reviewed periodically) in illiquid securities. The
aggregate value of illiquid securities subject to this limitation as of July
31, 2002 was $88,000,000, which represents 4.20% of the Fund's net assets.

Appendix A

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

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

Short Term Debt Ratings.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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+".

APPENDIX B

INDUSTRY CLASSIFICATIONS

Aerospace & Defense Household Products
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.CALL.OPP (1.800.225.5677)

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)

PX0200.001.0902