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

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    [X]

Pre-Effective Amendment No. __                                            [X ]


Post-Effective Amendment No. 69                                          [   ]


                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANYACT OF 1940             [X]


Amendment No. 38                                                           [X]


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

            6803 South Tucson Way, Centennial, Colorado 80112-3924
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             (Address of Principal Executive Offices) (Zip Code)

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

                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street-11th Floor, New York, New York
                                  10218-1008
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                   (Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):
     [   ] immediately upon filing pursuant to paragraph (b)
     [   ] on _________ pursuant to paragraph (b)
     [   ] 60 days after filing pursuant to paragraph (a)(1)
     [X]   on November 28, 2005 pursuant to paragraph (a)(1)
     [   ] 75 days after filing pursuant to paragraph (a)(2)
     [   ] on _______________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[   ] This  post-effective  amendment  designates a new  effective  date for a
previously filed post-effective amendment.

Oppenheimer
Money Market Fund, Inc.



Prospectus dated November 28, 2005


                                         Oppenheimer  Money Market Fund, Inc. is
                                         a  money  market   mutual   fund.   Its
                                         objective   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.

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CONTENTS

            ABOUT THE FUND

            The Fund's Investment Objective and Principal Strategies

            Main Risks of Investing in the Fund

            The Fund's Past Performance

            Fees and Expenses of the Fund

            About the Fund's Investments

            How the Fund is Managed


            ABOUT YOUR ACCOUNT

            How to Buy Shares
            Class A
            Class Y

            Special Investor Services
            AccountLink
            PhoneLink
            OppenheimerFunds Internet Website
            Retirement Plans

            How to Sell Shares
            Checkwriting
            By Mail
            By Telephone

            How to Exchange Shares

            Shareholder Account Rules and Policies

            Dividends and Taxes

            Financial Highlights







20

ABOUT THE FUND

The Fund's Investment Objective and Principal 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. (the "Manager"), will cause
the Fund to underperform other funds having similar objectives.

      There  are risks  that the  issuer of  obligations  that the Fund  holds
could have its credit rating  downgraded,  or 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.

The Fund's Past 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  (for its
Class A  shares)  from  year to year for the  last 10  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 (Class A) (as of 12/31 each year)

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


For the period from 1/1/05 through 9/30/05,  the cumulative return for Class A
shares (not  annualized) was 1.84%.  During the period shown in the bar chart,
the highest return (not  annualized) for a calendar quarter was 1.52% (3rd and
4th Qtr '00) and the lowest  return (not  annualized)  for a calendar  quarter
was 0.09% (1st Qtr `04).


--------------------------------------------------------------------------------
Average  Annual  Total  Returns  for
the periods                             1 Year        5 Years       10 Years
ended December 31, 2004(1)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class A Shares (inception 4/17/74)      0.75%          2.43%          3.68%

--------------------------------------------------------------------------------
The returns measure the performance of a hypothetical  account and assume that
all distributions have been reinvested in additional shares.
1. Class Y shares were not publicly offered during the period shown.
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 following  tables are provided to help you  understand  the fees and
expenses  you may pay if you buy and hold shares of the Fund.  The Fund pays a
variety of expenses directly for the management of its assets,  administration
and other  services.  Those expenses are subtracted  from the Fund's assets to
calculate the Fund's net asset values per share.  All  shareholders  therefore
pay those  expenses  indirectly.  The  numbers  below are based on the  Fund's
expenses during its fiscal year ended July 31, 2005.


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)

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                                               Class A             Class Y
                                               Shares             Shares(2)

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

Management Fees                                 0.41%               0.41%

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Distribution (12b-1) Fees                       None                 None
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Other Expenses(1)                               0.24%               0.11%

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

Total Annual Operating Expenses                 0.65%               0.52%

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   1.Expenses may vary in future years. "Other Expenses" include transfer
   agent fees, custodial fees, and accounting and legal expenses that the
   Fund pays.  The "Other Expenses" I the table are based on, among other
   things, the fees the Fund would have paid if the transfer agent had not
   waived a portion of its fees under a voluntary undertaking to the Fund to
   limit these fees to 0.35 for Class A shares and 0.10% for Class Y shares
   of average daily net assets per fiscal year.  That undertaking may be
   amended or withdrawn at any time.  For the Fund's fiscal year ended July
   31, 2005, the transfer agent fees did not exceed the expense limitation.
   2. The inception date for Class Y shares was 8/27/04



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

    Class A          $67             $209              $363               $813

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

    Class Y          $53             $167              $291               $654

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About the Fund's Investments


THE  FUND'S  PRINCIPAL  INVESTMENT  POLICIES  AND RISKS.  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 of 1940, as amended (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.
Generally a security's  maturity must not exceed 397 days.  Finally,  the Fund
must maintain an average portfolio maturity of not more than 90 days.


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 or guarantor  that is  obligated to make  principal  and
      interest payments on the loan. Because the participation  agreements are
      not  rated the Fund will make the  determination  that the  borrower  or
      guarantor  has  received  a  short-term   rating  on  a  class  of  debt
      obligations  (or  any  debt  obligation   within  that  class)  that  is
      comparable  in priority  and  security  with the  underlying  loan.  The
      Fund's  investments  in  bank  loan  participation  agreements  will  be
      subject to the Fund's limits on investments in illiquid securities.

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.  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 7 days. 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.   Restricted
      securities may have terms that limit their resale to other  investors or
      may require  registration  under applicable  securities laws before they
      can be sold publicly.  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.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
      and annual reports that are distributed to shareholders of the Fund
      within 60 days after the close of the period for which such report is
      being made. The Fund also discloses its portfolio holdings in its
      Statements of Investments on Form N-Q, which are filed with the
      Securities and Exchange Commission (the "SEC") no later than 60 days
      after the close of its first and third fiscal quarters. These required
      filings are publicly available at the SEC. Therefore, portfolio
      holdings of the Fund are made publicly available no later than 60 days
      after the close of each of the Fund's fiscal quarters.


      A description of the Fund's policies and procedures with respect to the
      disclosure of the Fund's portfolio securities is available in the
      Fund's Statement of Additional Information.


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 controlled  affiliates  managed more than
$190 billion in assets as of September 30, 2005,  including other  Oppenheimer
funds with more than 6 million  shareholder  accounts.  The Manager is located
at Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008.

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 aggregate
      net assets,  0.425% of the next $500 million of net assets, 0.40% of the
      next $500 million of net assets,  0.375% of the next $1.5 billion of net
      assets,  and  0.35% of  average  annual  net  assets  in  excess of $3.0
      billion.  The Fund's  management  fee for the fiscal year ended July 31,
      2005 was 0.41% of the Fund's average annual net assets for each class.


       A discussion  regarding the basis for the Board of Directors'  approval
      of the Fund's  investment  advisory  contract is available in the Fund's
      Annual Report to the shareholders for the year ended July 31, 2005

Portfolio  Managers.  The  Fund's  portfolio  is managed by Barry D. Weiss and
      Carol  E.  Wolf  who  are  primarily   responsible  for  the  day-to-day
      management of the Fund's investments.




       Mr. Weiss has been Vice President of the Fund and a manager of the
Fund's portfolio since July 2001.  Mr. Weiss has been a Vice President of the
Manager since July 2001 and of HarbourView Asset Management Corporation since
June 2003 and is an officer of four other portfolios in the OppenheimerFunds
complex.  He was formerly Assistant Vice President and Senior Credit Analyst
of the Manager from February 2000 through June 2001.  Prior to joining the
Manager in February 2000, he was Associate Director, Structured Finance, at
Fitch IBCA Inc. from April 1998 through February 2000.

      Ms. Wolf has been a Vice President of the Fund manager of the Fund's
portfolio since July 1998.  Ms. Wolf has been a Senior Vice President of the
Manager since June 2000 and of HarbourView Asset Management Corporation since
June 2003 and is an officer of four other portfolios in the OppenheimerFunds
complex.  She was formerly Vice President of the Manager from June 1990
through June 2000.



      The Statement of Additional Information provides additional information
about the Portfolio Managers' compensation, other accounts they manage and
their ownership of Fund shares.


Pending  Litigation.  A  consolidated  amended  complaint  has  been  filed as
putative  derivative and class actions  against the Manager,  Distributor  and
Transfer  Agent,  as well as 51 of the  Oppenheimer  funds  (collectively  the
"funds") not including  the Fund, 30 present and former  Directors or Trustees
and 8 present  and former  officers of certain of the funds.  This  complaint,
initially  filed in the U.S.  District Court for the Southern  District of New
York on January  10, 2005 and  amended on March 4, 2005,  consolidates  into a
single action and amends six individual  previously-filed  putative derivative
and class  action  complaints.  Like those  prior  complaints,  the  complaint
alleges that the Manager  charged  excessive fees for  distribution  and other
costs,  improperly used assets of the funds in the form of directed  brokerage
commissions  and 12b-1 fees to pay brokers to promote sales of the funds,  and
failed to properly  disclose the use of fund assets to make those  payments in
violation of the  Investment  Company Act and the  Investment  Advisers Act of
1940. Also, like those prior  complaints,  the complaint  further alleges that
by permitting and/or  participating in those actions,  the  Directors/Trustees
and the officers  breached their fiduciary duties to Fund  shareholders  under
the   Investment   Company  Act  and  at  common  law.  The  complaint   seeks
unspecified  compensatory  and  punitive  damages,  rescission  of the  funds'
investment advisory  agreements,  an accounting of all fees paid, and an award
of attorneys' fees and litigation expenses.


      The  defendants  believe  the claims  asserted  in these law suits to be
without merit, and intend to defend the suits vigorously.  The Manager and the
Distributor  do not  believe  that the  pending  actions  are likely to have a
material  adverse  effect on the Funds or on their  ability to  perform  their
respective investment advisory or distribution agreements with the Funds.


ABOUT YOUR ACCOUNT

How to 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. A broker-dealer may charge for that service.
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.  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
      for wire purchases.  Before sending a wire, call the Distributor's  Wire
      Department at  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.
o     ?Buying Shares Through Asset Builder Plans.  You may purchase  shares of
      the Fund  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.

WHAT IS THE MINIMUM  AMOUNT YOU MUST INVEST?  In most cases,  you can buy Fund
shares  with a  minimum  initial  investment  of  $1,000  and make  additional
investments  at any time  with as little as $50.  There are  reduced  minimums
available under the following special investment plans:
o     If you establish one of the many types of retirement  plan accounts that
      OppenheimerFunds  offers,  more fully described under "Special  Investor
      Services," you can start your account with as little as $500.

o     By using an Asset  Builder Plan or Automatic  Exchange Plan (details are
      in the Statement of  Additional  Information),  or government  allotment
      plan,  you can  make  an  initial  investment  of  $500  and  subsequent
      investments  for as little as $50.  For any type of account  established
      under  one of these  plans  prior  to  November  1,  2002,  the  minimum
      additional investment will remain at $25.

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


AT WHAT PRICE ARE SHARES SOLD?  Shares are sold at their  offering price which
is the net asset value per share.  No initial  sales charge  applies.  The net
asset value per share will normally remain fixed at $1.00 per share.  However,
there is no  guarantee  the Fund will  maintain  a stable  net asset  value of
$1.00 per share.  The offering price that applies to a purchase order is based
on the next  calculation  of the net asset  value per share that is made after
the  Distributor  receives the purchase  order at its offices in Colorado,  or
after any agent appointed by the Distributor receives the order.


Net Asset  Value.  The Fund  calculates  the net asset  value of each class of
      shares as of the close of the New York Stock  Exchange  (the  "NYSE") on
      each day the NYSE is open for trading  (referred  to in this  Prospectus
      as a "regular  business  day").  The NYSE 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  on that day. Under a policy adopted by the Fund's
      Board  of  Directors,  the  Fund  uses  the  amortized  cost  method  to
      determine its net asset value 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, the
      Distributor  or its  designated  agent must receive your order,  in good
      order,  by the time the NYSE  closes that day. If your order is received
      on a day when the NYSE 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  NYSE  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,   unless  your  dealer  has  made   alternative
      arrangements  with the  Distributor.  Otherwise,  the order will receive
      the next offering price that is determined.



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

WHAT  CLASSES OF SHARES DOES THE FUND OFFER?  The Fund  offers  investors  two
different  classes  of  shares.  The  different  classes  of shares  represent
investments in the same  portfolio of securities,  but the classes are subject
to  different  expenses  and may have  different  share  prices.  When you buy
shares,  be sure to specify the class of shares. If you do not choose a class,
your investment will be made in Class A shares.

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

Class A Shares.  If you buy Class A shares there is no initial sales charge on
      your purchase.

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

Class Y Shares.  Class Y shares  are  offered  only to  certain  institutional
      investors that have a special agreement with the Distributor.

HOW CAN YOU BUY  CLASS A  SHARES?  Class A shares  are sold at their  offering
price,  which is the net asset  value  per share  without  any  initial  sales
charge.

Will You Pay a Sales  Charge  When You Sell Class A Shares?  The Fund does not
      charge a fee when  you  redeem  Class A  shares  of this  Fund  that you
      bought  either  directly or by  reinvesting  dividends or  distributions
      from another  Oppenheimer fund.  Generally,  you will not pay a fee when
      you redeem  Class A shares of this Fund you bought by  exchange of Class
      A shares of another Oppenheimer fund. However,
   o  if you  bought  shares  of this  Fund by  exchanging  Class A shares  of
      another  Oppenheimer  fund that were  subject to the Class A  contingent
      deferred sales charge of that fund, 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 Class A shares of
      any other Oppenheimer fund.

o     Other Special Sales Charge  Arrangements  and Waivers.  The Fund and the
      Distributor offer additional  arrangements to waive contingent  deferred
      sales charges for certain types of transactions  and for certain classes
      of  investors  (primarily  retirement  plans  that  purchase  shares  in
      special programs through the  Distributor).  The Fund reserves the right
      to  amend or  discontinue  these  programs  at any  time  without  prior
      notice.  These are  described  in  greater  detail in  Appendix C to the
      Statement  of  Additional  Information,  which may be ordered by calling
      800.225.5677    or   through   the    OppenheimerFunds    website,    at
      www.oppenheimerfunds.com  (follow the  hyperlinks  "Access  Accounts and
      Services" - "Forms & Literature" - "Order  Literature" - "Statements  of
      Additional  Information").  A  description  of these waivers and special
      sales  charge   arrangements  is  also  available  for  viewing  on  the
      OppenheimerFunds  website (under the hyperlinks  "Research  Funds - Fund
      Documents - View a  description...")To  receive a waiver or special  sales
      charge  rate  under  these  programs,  the  purchaser  must  notify  the
      Distributor  (or other financial  intermediary  through which shares are
      being  purchased)  at the time of purchase or notify the Transfer  Agent
      at the  time of  redeeming  shares  for  those  waivers  that  apply  to
      contingent deferred sales charges.


WHO CAN BUY CLASS Y  SHARES?  Class Y shares  are sold at net asset  value per
share  without  sales charge  directly to  institutional  investors  that have
special  agreements with the  Distributor  for this purpose.  They may include
insurance companies,  registered investment companies,  employee benefit plans
and Section 529 plans, among others.  Individual  investors cannot buy Class Y
shares directly.


      An  institutional  investor that buys Class Y shares for its  customers'
accounts may impose  charges on those  accounts.  The  procedures  for buying,
selling,  exchanging  and  transferring  the Fund's Class A shares (other than
the time those orders must be received by the  Distributor  or Transfer  Agent
at their  Colorado  office)  and the special  account  features  available  to
investors  buying Class A shares do not apply to Class Y shares.  Instructions
for  buying,  selling,  exchanging  or  transferring  Class Y  shares  must be
submitted  by the  institutional  investor,  not by its  customers  for  whose
benefit the shares are held.


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 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 1.800.225.5677.  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, 1.800.225.5677.
Purchasing  Shares.  You may  purchase  shares in  amounts up to  $100,000  by
      phone, by calling 1.800.225.5677.  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  1.800.225.5677  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  1.800.225.5677.  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
funds account or by exchanging  shares from another  Oppenheimer funds account
on which you paid a sales  charge,  you have up to six months to reinvest  all
or part of the  redemption  proceeds  in Class A shares  of other  Oppenheimer
funds without paying a sales charge.  This privilege does not apply to class Y
shares.  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
1.800.225.5677, 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.
Receiving  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
      1.800.225.5677.

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  1.800.225.5677  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  $500.  Checks  written  below the
      stated  amount on the check will not be accepted.  However,  if you have
      existing  checks  indicating a $100 minimum,  you may still use them for
      amounts of $100 or more.

o     Checks  cannot be paid if they are  written  for more than your  account
      value.  Remember,  your account  value may  fluctuate 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  regular  business  day,  your call must be
received  by the  Transfer  Agent by the close of the NYSE 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-sponsored   qualified  retirement  plan
account or under a share certificate by telephone.
   o  To redeem shares through a service  representative  or  automatically on
      PhoneLink, call 1.800.225.5677.

      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

   If you want to change all or part of your  investment  from one Oppenheimer
   fund to another,  you can exchange your shares for shares of the same class
   of  another  Oppenheimer  fund that  offers  the  exchange  privilege.  For
   example,  you can  exchange  Class A shares  of the Fund  only for  Class A
   shares  of  another  fund.  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  When you establish  your  account,  you must hold the shares you buy 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,
      subject to the limitation described below.
   o  You must  meet the  minimum  purchase  requirements  for the fund  whose
      shares you purchase by exchange.
   o  Generally,  exchanges  may be made only between  identically  registered
      accounts,  unless all account owners send written exchange  instructions
      with a signature guarantee.
   o  Before  exchanging  into a fund, you must obtain and read its prospectus
      and should read it carefully.


      For tax purposes, an exchange of shares of the Fund is considered a
sale of those shares and a purchase of the shares of the fund into which you
are exchanging. An exchange may result in a capital gain or loss.  Since
shares of this Fund normally maintain a $1.00 net asset value, in most cases
you should not realize a capital gain or loss when you sell or exchange your
shares.  Please refer to "How to Exchange Shares" in the Statement of
Additional Information for more details.


You can find a list of the Oppenheimer funds that are currently  available for
exchanges in the Statement of Additional  Information or you can obtain a list
by calling a service  representative  at  1.800.225.5677.  The funds available
for exchange can change from time to time.

A contingent  deferred  sales  charge  (CDSC) is not charged when you exchange
shares of the Fund for shares of another  Oppenheimer  fund.  However,  if you
acquire shares of the Fund in exchange for shares of another  Oppenheimer fund
that are subject to a CDSC  holding  period,  that  holding  period will carry
over  to the  acquired  shares  of the  Fund.  A CDSC  may be  imposed  if the
acquired  shares are redeemed  before the end of the CDSC holding  period that
applied to the exchanged shares.

There are a number of other special  conditions and limitations  that apply to
certain types of exchanges.  These conditions and  circumstances are described
in  detail  in the  "How to  Exchange  Shares"  section  in the  Statement  of
Additional Information.

      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,  or when you  exchange  shares of this Fund  purchased  by  exchange of
shares of an eligible fund on which you paid a sales charge.


HOW DO YOU SUBMIT  EXCHANGE  REQUESTS?  Exchanges may be requested in writing,
by telephone or internet, or by establishing an Automatic Exchange Plan:
Written Exchange Requests.  Send a request letter, signed by all owners of the

      account  to the  Transfer  Agent  at the  address  on  the  back  cover.
      Exchanges  of  shares  for which  share  certificates  have been  issued
      cannot be processed  unless the Transfer Agent receives the certificates
      with the request letter.
Telephone and Internet Exchange  Requests.  Telephone exchange requests may be
      made either by calling a service  representative  or by using  PhoneLink
      by calling  1.800.225.5677.  You may submit internet exchange  requestes
      on the OppenheimerFunds  internet website, at oppenheimerfunds.com.  You
      must have  obtained a user I.D.  and  password to make  transactions  on
      that  website.  Telephone  and/or  internet  exchanges  may be made only
      between  accounts that are registered with the same name(s) and address.
      Shares  for  which  share  certificates  have  been  issued  may  not be
      exchanged by telephone or the internet.


Automatic  Exchange  Plan.  Shareholders  can authorize the Transfer  Agent to
      exchange a predetermined  amount of shares  automatically  on a monthly,
      quarterly, semi-annual or annual basis.

Please  refer to "How to  Exchange  Shares"  in the  Statement  of  Additional
Information for more details


ARE THERE LIMITATIONS ON EXCHANGES?

Risks from Excessive Purchase, Redemption and Short-Term Exchange Activity.
The OppenheimerFunds exchange privilege affords investors the ability to
switch their investments among Oppenheimer funds if their investment needs
change. However, there are limits on that privilege. Frequent purchases,
redemptions and exchanges of fund shares may interfere with the Manager's
ability to manage the Fund's investments efficiently, increase the Fund's
transaction and administrative costs and/or affect the Fund's performance,
depending on various factors, such as the size of the Fund, the nature of its
investments, the amount of fund assets the portfolio manager maintains in
cash or cash equivalents, the aggregate dollar amount and the number and
frequency of trades. If large dollar amounts are involved in exchange and/or
redemption transactions, the Fund might be required to sell portfolio
securities at unfavorable times to meet redemption or exchange requests, and
the Fund's brokerage or administrative expenses might be increased.


Therefore, the Manager and the Fund's Board of Directors have adopted the
following policies and procedures to detect and prevent frequent and/or
excessive exchanges, and/or purchase and redemption activity, while balancing
the needs of investors who seek liquidity from their investment and the
ability to exchange shares as investment needs change. There is no guarantee
that the policies and procedures described below will be sufficient to
identify and deter excessive short-term trading.

o     Timing of Exchanges.  Exchanged shares are normally redeemed from one
      fund and the proceeds are reinvested in the fund selected for exchange
      on the same regular business day on which the Transfer Agent or its
      agent (such as a financial intermediary holding the investor's shares
      in an "omnibus" or "street name" account) receives an exchange request
      that conforms to these policies. The request must be received by the
      close of the NYSE that day, which is normally 4:00 p.m. Eastern time,
      but may be earlier on some days, in order to receive that day's net
      asset value on the exchanged shares. Exchange requests received after
      the close of the NYSE will receive the next net asset value calculated
      after the request is received. However, the Transfer Agent may delay
      transmitting the proceeds from an exchange for up to five business days
      if it determines, in its discretion, that an earlier transmittal of the
      redemption proceeds to the receiving fund would be detrimental to
      either the fund from which the exchange is being made or the fund into
      which the exchange is being made. The proceeds will be invested in the
      fund into which the exchange is being made at the next net asset value
      calculated after the proceeds are received. In the event that such a
      delay in the reinvestment of proceeds occurs, the Transfer Agent will
      notify you or your financial representative.

o     Limits on Disruptive Activity. The Transfer Agent may, in its
      discretion, limit or terminate trading activity by any person, group or
      account that it believes would be disruptive, even if the activity has
      not exceeded the policy outlined in this Prospectus. The Transfer Agent
      may review and consider the history of frequent trading activity in all
      accounts in the Oppenheimer funds known to be under common ownership or
      control as part of the Transfer Agent's procedures to detect and deter
      excessive trading activity.

o     Exchanges of Client Accounts by Financial Advisers.  The Fund and the
      Transfer Agent permit dealers and financial intermediaries to submit
      exchange requests on behalf of their customers (unless the customer has
      revoked that authority). The Distributor and/or the Transfer Agent have
      agreements with a number of financial intermediaries that permit them
      to submit exchange orders in bulk on behalf of their clients. Those
      intermediaries are required to follow the exchange policies stated in
      this Prospectus and to comply with additional, more stringent
      restrictions. Those additional restrictions include limitations on the
      funds available for exchanges, the requirement to give advance notice
      of exchanges to the Transfer Agent, and limits on the amount of client
      assets that may be invested in a particular fund. A fund or the
      Transfer Agent may limit or refuse bulk exchange requests submitted by
      such financial intermediaries if, in the Transfer Agent's judgment,
      exercised in its discretion, the exchanges would be disruptive to any
      of the funds involved in the transaction.

o     Redemptions of Shares.  These exchange policy limits do not apply to
      redemptions of shares. Shareholders are permitted to redeem their
      shares on any regular business day, subject to the terms of this
      Prospectus.

o     Right to Refuse Exchange and Purchase Orders.  The Distributor and/or
      the Transfer Agent may refuse any purchase or exchange order in their
      discretion and are not obligated to provide notice before rejecting an
      order. The Fund may amend, suspend or terminate the exchange privilege
      at any time. You will receive 60 days' notice of any material change in
      the exchange privilege unless applicable law allows otherwise.

o     Right to Terminate or Suspend Account Privileges.  The Transfer Agent
      may send a written warning to direct shareholders that the Transfer
      Agent believes may be engaging in excessive purchases, redemptions
      and/or exchange activity and reserves the right to suspend or terminate
      the ability to purchase shares and/or exchange privileges for any
      account that the Transfer Agent determines, in carrying out these
      policies and in the exercise of its discretion, has engaged in
      disruptive or excessive trading activity, with or without such warning.

o     Omnibus Accounts.  If you hold your shares of the Fund through a
      financial intermediary such as a broker-dealer, a bank, an insurance
      company separate account, an investment adviser, an administrator or
      trustee of a retirement plan or 529 plan, that holds your shares in an
      account under its name (these are sometimes referred to as "omnibus" or
      "street name" accounts), that financial intermediary may impose its own
      restrictions or limitations to discourage short-term or excessive
      trading. You should consult your financial intermediary to find out
      what trading restrictions, including limitations on exchanges, they may
      apply.

While the Fund, the Distributor, the Manager and the Transfer Agent encourage
financial intermediaries to apply the Fund's policies to their customers who
invest indirectly in the Fund, the Transfer Agent may not be able to detect
excessive short term trading activity facilitated by, or in accounts
maintained in, the "omnibus" or "street name" accounts of a financial
intermediary. Therefore the Transfer Agent might not be able to apply this
policy to accounts such as (a) accounts held in omnibus form in the name of a
broker-dealer or other financial institution, or (b) omnibus accounts held in
the name of a retirement plan or 529 plan trustee or administrator, or (c)
accounts held in the name of an insurance company for its separate
account(s), or (d) other accounts having multiple underlying owners but
registered in a manner such that the underlying beneficial owners are not
identified to the Transfer Agent.

However, the Transfer Agent will attempt to monitor overall purchase and
redemption activity in those accounts to seek to identify patterns that may
suggest excessive trading by the underlying owners. If evidence of possible
excessive trading activity is observed by the Transfer Agent, the financial
intermediary that is the registered owner will be asked to review account
activity, and to confirm to the Transfer Agent and the fund that appropriate
action has been taken to curtail any excessive trading activity. However, the
Transfer Agent's ability to monitor and deter excessive short-term trading in
omnibus or street name accounts ultimately depends on the capability and
cooperation of the financial intermediaries controlling those accounts.

Additional Policies and Procedures. The Fund's Board has adopted the
following additional policies and procedures to detect and prevent frequent
and/or excessive exchanges and purchase and redemption activity:

o     30-Day Limit.  A direct shareholder may exchange some or all of the
         shares of the Fund held in his or her account to another eligible
         Oppenheimer fund once in a 30 calendar-day period. When shares are
         exchanged into a fund account, that account will be "blocked" from
         further exchanges into another fund for a period of 30 calendar days
         from the date of the exchange. The block will apply to the full
         account balance and not just to the amount exchanged into the
         account. For example, if a shareholder exchanged $1,000 from one
         fund into another fund in which the shareholder already owned shares
         worth $10,000, then, following the exchange, the full account
         balance ($11,000 in this example) would be blocked from further
         exchanges into another fund for a period of 30 calendar days. A
         "direct shareholder" is one whose account is registered on the
         Fund's books showing the name, address and tax ID number of the
         beneficial owner.


o     Exchanges Into Money Market Funds.  A direct shareholder will be
         permitted to exchange shares of a stock or bond fund for shares of a
         money market fund, including this Fund, at any time, even if the
         shareholder has exchanged shares into the stock or bond fund during
         the prior 30 days. However, all of the shares held in that money
         market fund, including this fund, would then be blocked from further
         exchanges into another fund for 30 calendar days.


o     Dividend Reinvestments/B Share Conversions.  Reinvestment of dividends
         or distributions from one fund to purchase shares of another fund
         and the conversion of Class B shares into Class A shares will not be
         considered exchanges for purposes of imposing the 30-day limit.

o     Asset Allocation.  Third-party asset allocation and rebalancing
         programs will be subject to the 30-day limit described above. Asset
         allocation firms that want to exchange shares held in accounts on
         behalf of their customers must identify themselves to the Transfer
         Agent and execute an acknowledgement and agreement to abide by these
         policies with respect to their customers' accounts. "On-demand"
         exchanges outside the parameters of portfolio rebalancing programs
         will be subject to the 30-day limit. However, investment programs by
         other Oppenheimer "funds-of-funds" that entail rebalancing of
         investments in underlying Oppenheimer funds will not be subject to
         these limits.

o     Automatic Exchange Plans.  Accounts that receive exchange proceeds
         through automatic or systematic exchange plans that are established
         through the Transfer Agent will not be subject to the 30-day block
         as a result of those automatic or systematic exchanges (but may be
         blocked from exchanges, under the 30-day limit, if they receive
         proceeds from other exchanges).




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.

A $12 annual "Minimum Balance Fee" is assessed on each Fund account with a
      value of less than $500. The fee is automatically deducted from each
      applicable Fund account annually in September.  See the Statement of
      Additional Information to learn how you can avoid this fee and for
      circumstances under which this fee will not be assessed.
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 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 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  processing  any type of  redemption  payment as
      described under "How to Sell Shares" 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.  If the Fund redeems your shares in kind, you may
      bear  transaction  costs and will bear  market  risks until such time as
      such securities are converted into cash.

Federal  regulations  may require  the Fund to obtain your name,  your date of
      birth  (for a  natural  person),  your  residential  street  address  or
      principal  place of business and your Social Security  number,  Employer
      Identification  Number or other government  issued  identification  when
      you open an account.  Additional  information may be required in certain
      circumstances  or to open corporate  accounts.  The Fund or the Transfer
      Agent may use this  information to attempt to verify your identity.  The
      Fund  may  not  be  able  to  establish  an  account  if  the  necessary
      information  is not received.  The Fund may also place limits on account
      transactions  while it is in the  process of  attempting  to verify your
      identity.  Additionally,  if the Fund is unable to verify your  identity
      after your  account is  established,  the Fund may be required to redeem
      your shares and close your account.
"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  1.800.225.5677.  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 Taxes

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,  which is subject to Federal income tax and may be subject to state or
local taxes.  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.  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.


      The  Fund  intends  each  year to  qualify  as a  "regulated  investment
company"  under the  Internal  Revenue  Code,  but  reserves  the right not to
qualify.  It qualified  during its last fiscal year.  The Fund, as a regulated
investment company,  will not be subject to Federal income taxes on any of its
income,  provided  that  it  satisfies  certain  income,  diversification  and
distributions requirements.


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

      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  registered public accounting firm, whose report, along
with  the  Fund's  financial  statements,  is  included  in the  Statement  of
Additional Information, which is available on request.

FINANCIAL HIGHLIGHTS

CLASS A YEAR ENDED JULY 31,                               2005          2004          2003          2002          2001
------------------------------------------------------------------------------------------------------------------------

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 1          -- 2         .01           .02           .05
------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.02)           -- 2        (.01)         (.02)         (.05)
Distributions from net realized gain                        --            --            -- 2          -- 2          --
                                                   ---------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                           (.02)           -- 2        (.01)         (.02)         (.05)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $      1.00   $      1.00   $      1.00   $      1.00   $      1.00
                                                   =====================================================================

------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                            1.80%         0.43%         0.84%         1.88%         5.32%
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $ 1,962,575   $ 1,797,049   $ 1,955,368   $ 2,093,484   $ 2,128,047
------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $ 1,856,740   $ 1,808,266   $ 2,014,466   $ 2,005,530   $ 1,968,128
------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                     1.78%         0.43%         0.83%         1.88%         5.14%
Total expenses                                            0.65%         0.73%         0.72%         0.79%         0.68%
Expenses after payments and waivers and
reduction to custodian expenses                            N/A 5        0.72%          N/A 5        0.63%          N/A 5

1.     Per share amounts calculated based on the average shares outstanding during the period.

2.     Less than $0.005 per share.

3.     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. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

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

5.     Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18 | OPPENHEIMER MONEY MARKET FUND, INC.

CLASS Y PERIOD ENDED JULY 31,                                                        2005 1
---------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------
Net asset value, beginning of period                                               $   1.00
---------------------------------------------------------------------------------------------
Income from investment operations-net investment income and net realized gain           .02 2
---------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                                   (.02)
Distributions from net realized gain                                                     --
                                                                                   ----------
Total dividends and/or distributions to shareholders                                   (.02)
---------------------------------------------------------------------------------------------
Net asset value, end of period                                                     $   1.00
                                                                                   ==========

---------------------------------------------------------------------------------------------
TOTAL RETURN 3                                                                         1.85%
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)                                           $ 25,223
---------------------------------------------------------------------------------------------
Average net assets (in thousands)                                                  $ 22,892
---------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                                                  2.05%
Total expenses                                                                         0.52%
Expenses after payments and waivers and reduction to custodian expenses                 N/A 5

1.     For the period from August 27, 2004 (inception of offering) to July 31, 2005.

2.     Per share amounts calculated based on the average shares outstanding during the period.

3.     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. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

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

5.     Reduction to custodian expenses less than 0.01%.

INFORMATION AND SERVICES

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
------------------------------------------------------------------------------
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On the Internet:              You can request these documents by e-mail
                              through the OppenheimerFunds website. You may
                              also read or download certain 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.
PR0200.001.1105
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 (Class A) (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  Class A  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 Year Ended                             Annual Total Returns

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%
12/31/02                                         1.35%
12/31/03                                         0.52%

12/31/04
0.75%

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

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

Statement of Additional Information dated November 28, 2005

      This  Statement of  Additional  Information  is not a  Prospectus.  This
document  contains  additional  information  about  the Fund  and  supplements
information  in the  Prospectus  dated  November 28,  2005.  It should be read
together with the  Prospectus,  which may be obtained by writing to the Fund's
Transfer Agent,  OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado
80217,  by calling the Transfer Agent at the toll-free  number shown above, or
by   downloading   it  from   the   OppenheimerFunds   Internet   website   at
www.oppenheimerfunds.com.

Contents                                                                Page

About the Fund
Additional Information about the Fund's Investment Policies and Risks.........
   The Fund's Investment Policies.............................................
   Other Investment Strategies................................................
   Investment Restrictions....................................................
   Disclosure of Portfolio Holdings...........................................
How the Fund is Managed.......................................................
   Organization and History...................................................
   Board of Directors and Oversight Committees................................
   Directors and Officers of the Fund.........................................
   The Manager................................................................
Performance of the Fund.......................................................

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

Financial Information About the Fund
Independent Registered Public Accounting Firm's Report........................
Financial Statements..........................................................

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

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


......The investment  objective and the principal  investment  policies of the
Fund  are  described  in  the   Prospectus.   This   Statement  of  Additional
Information  contains  supplemental  information  about those policies and the
types of  securities  that the Fund's  investment  Manager,  OppenheimerFunds,
Inc. (the  "Manager"),  may 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.

      |X|   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
("SEC")  are  Standard & Poor's (a  division  of the  McGraw-Hill  Companies),
Moody's Investors Service,  Inc., Fitch, Inc. and Dominion Bond Rating Service
Limited.  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.

      |X|   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-through  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.

      |X|   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.

      |X|   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.

      |X|   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.

      |X|   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.

      |X|   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.

      Pursuant to an Exemptive  Order issued by the SEC, the Fund,  along with
other  affiliated  entities  managed by the Manager,  may transfer  uninvested
cash balances into one or more joint repurchase  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 joint  repurchase
arrangement  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

      |X|   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.

      |X|   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.

      |X|   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  may have terms that limit its resale to other  investors
or may  require  registration  under  applicable  laws  before  it may be sold
publicly.

      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

      |X|   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.

      |X|   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  invest 25% or more of its total assets in any one
            industry.  Except for 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.  (See   "Interfund   Borrowing  and  Lending
            Arrangements" above).
         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.  (See  "Interfund  Borrowing  and
            Lending Arrangements" above).
         o? The Fund cannot  invest in real estate,  physical  commodities  or
            commodity  contracts,  except to the  extent  permitted  under the
            Investment  Company Act, the rules or  regulations  thereunder  or
            any exemption  therefrom,  as such statute,  rules or  regulations
            may be amended or interpreted from time to time.
         o?  The Fund may not underwrite  securities issued by others,  except
            to the extent that a Fund may be considered an underwriter  within
            the  meaning  of the  Securities  Act of 1933,  as  amended,  when
            reselling securities held in its own portfolio.
         o  The Fund  cannot  issue  senior  securities,  except to the extent
            permitted   under  the  Investment   Company  Act,  the  rules  or
            regulations  thereunder  or  any  exemption  therefrom,   as  such
            statute,  rules or regulations may be amended or interpreted  from
            time to time.

      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  (except  in the  case of
borrowing  and  investments  in illiquid  securities).  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.

|X|   Does the Fund Have Additional  Restrictions  That Are Not  "Fundamental"
Policies?


      The Fund has additional  operating  policies that are not "fundamental,"
and  which  can be  changed  by the  Board of  Directors  without  shareholder
approval.


      The Fund cannot invest in securities of other investment companies.

      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.


Disclosure of Portfolio Holdings.  The Fund has adopted policies and
procedures concerning the dissemination of information about its portfolio
holdings by employees, officers and/or directors of the Manager, Distributor
and Transfer Agent. These policies are designed to assure that non-public
information about portfolio securities is distributed only for a legitimate
business purpose, and is done in a manner that (a) conforms to applicable
laws and regulations and (b) is designed to prevent that information from
being used in a way that could negatively affect the Fund's investment
program or enable third parties to use that information in a manner that is
harmful to the Fund.

Public  Disclosure.  The Fund's portfolio holdings are made publicly available
no later than 60 days after the close of each of the  Fund's  fiscal  quarters
in  semi-annual  and annual reports to  shareholders,  or in its Statements of
Investments on Form N-Q, which are publicly available at the SEC.

 Until publicly disclosed, the Fund's portfolio holdings are proprietary,
    confidential business information. While recognizing the importance of
    providing Fund shareholders with information about their Fund's
    investments and providing portfolio information to a variety of third
    parties to assist with the management, distribution and administrative
    process, the need for transparency must be balanced against the risk that
    third parties who gain access to the Fund's portfolio holdings
    information could attempt to use that information to trade ahead of or
    against the Fund, which could negatively affect the prices the Fund is
    able to obtain in portfolio transactions or the availability of the
    securities that portfolio managers are trading on the Fund's behalf.


    The Fund, the Manager and its subsidiaries and affiliates, employees,
    officers, and directors, shall neither solicit nor accept any
    compensation or other consideration (including any agreement to maintain
    assets in the Fund or in other investment companies or accounts managed
    by the Manager or any affiliated person of the Manager) in connection
    with the disclosure of the Fund's non-public portfolio holdings. The
    receipt of investment advisory fees or other fees and compensation paid
    to the Manager, and its subsidiaries pursuant to agreements approved by
    the Fund's Board shall not be deemed to be "compensation" or
    "consideration" for these purposes. It is a violation of the Code of
    Ethics for any covered person to release holdings in contravention of
    portfolio holdings disclosure policies and procedures adopted by the Fund.


    A list of the top 10 or more portfolio securities holdings (based on
    invested assets), listed by security or by issuer, as of the end of each
    month may be disclosed to third parties (subject to the procedures below)
    no sooner than 15 days after month-end.

    Except under special limited circumstances discussed below, month-end
    lists of the Fund's complete portfolio holdings may be disclosed no
    sooner than 30-days after the relevant month-end, subject to the
    procedures below. If the Fund's complete portfolio holdings have not been
    disclosed publicly, they may be disclosed pursuant to special requests
    for legitimate business reasons, provided that:

o     The third-party recipient must first submit a request for release of
            Fund portfolio holdings, explaining the business reason for the
            request;
o     Senior officers (a Senior Vice President or above) in the Manager's
            Portfolio and Legal departments must approve the completed
            request for release of Fund portfolio holdings; and
o     The third-party recipient must sign the Manager's portfolio holdings
            non-disclosure agreement before receiving the data, agreeing to
            keep information that is not publicly available regarding the
            Fund's holdings confidential and agreeing not to trade directly
            or indirectly based on the information.

    The Fund's complete portfolio holdings positions may be released to the
    following categories of entities or individuals on an ongoing basis,
    provided that such entity or individual either (1) has signed an
    agreement to keep such information confidential and not trade on the
    basis of such information or (2) is subject to fiduciary obligations, as
    a member of the Fund's Board, or as an employee, officer and/or director
    of the Manager, Distributor, or Transfer Agent, or their respective legal
    counsel, not to disclose such information except in conformity with these
    policies and procedures and not to trade for his/her personal account on
    the basis of such information:

o     Employees of the Fund's Manager, Distributor and Transfer Agent who
            need to have access to such information (as determined by senior
            officers of such entity),
o     The Fund's certified public accountants and independent registered
            public accounting firm,
o     Members of the Fund's Board and the Board's legal counsel,
o     The Fund's custodian bank,
o     A proxy voting service designated by the Fund and its Board,
o     Rating/ranking organizations (such as Lipper and Morningstar),
o     Portfolio pricing services retained by the Manager to provide portfolio
            security prices, and
o     Dealers, to obtain bids (price quotations if securities are not priced
            by the Fund's regular pricing services).

    Portfolio holdings information of the Fund may be provided, under limited
    circumstances, to brokers and/or dealers with whom the Fund trades and/or
    entities that provide investment coverage and/or analytical information
    regarding the Fund's portfolio, provided that there is a legitimate
    investment reason for providing the information to the broker, dealer or
    other entity. Month-end portfolio holdings information may, under this
    procedure, be provided to vendors providing research information and/or
    analytics to the fund, with at least a 15-day delay after the month end,
    but in certain cases may be provided to a broker or analytical vendor
    with a 1-2 day lag to facilitate the provision of requested investment
    information to the manager to facilitate a particular trade or the
    portfolio manager's investment process for the Fund. Any third party
    receiving such information must first sign the Manager's portfolio
    holdings non-disclosure agreement as a pre-condition to receiving this
    information.

    Portfolio holdings information (which may include information on
    individual securities positions or multiple securities) may be provided
    to the entities listed below (1) by portfolio traders employed by the
    Manager in connection with portfolio trading, and (2) by the members of
    the Manager's Security Valuation Group and Accounting Departments in
    connection with portfolio pricing or other portfolio evaluation purposes:

o     Brokers and dealers in connection with portfolio transactions
            (purchases and sales)
o     Brokers and dealers to obtain bids or bid and asked prices (if
            securities held by the Fund are not priced by the fund's regular
            pricing services)
o     Dealers to obtain price quotations where the fund is not identified as
            the owner


    Portfolio holdings information (which may include information on the
    Fund's entire portfolio or individual securities therein) may be provided
    by senior officers of the Manager or attorneys on the legal staff of the
    Manager Distributor, or Transfer Agent, in the following circumstances:

o     Response to legal process in litigation matters, such as responses to
            subpoenas or in class action matters where the Fund may be part
            of the plaintiff class (and seeks recovery for losses on a
            security) or a defendant,
o     Response to regulatory requests for information (the SEC, NASD, state
            securities regulators, and/or foreign securities authorities,
            including without limitation requests for information in
            inspections or for position reporting purposes),
o     To potential sub-advisers of portfolios (pursuant to confidentiality
            agreements),
o     To consultants for retirement plans for plan sponsors/discussions at
            due diligence meetings (pursuant to confidentiality agreements),

o     Investment bankers in connection with merger discussions (pursuant to
            confidentiality agreements).


 Portfolio  managers and analysts may,  subject to the  Manager's  policies on
    communications   with  the  press  and  other  media,   discuss  portfolio
    information in interviews  with members of the media,  or in due diligence
    or similar meetings with clients or prospective  purchasers of Fund shares
    or their financial intermediary representatives.

    The Fund's shareholders may, under unusual circumstances (such as a lack
    of liquidity in the Fund's portfolio to meet redemptions), receive
    redemption proceeds of their Fund shares paid as pro rata shares of
    securities held in the Fund's portfolio. In such circumstances,
    disclosure of the Fund's portfolio holdings may be made to such
    shareholders.

    The Chief Compliance Officer of the Fund and the Manager, Distributor,
    and Transfer Agent (the "CCO") shall oversee the compliance by the
    Manager, Distributor, Transfer Agent, and their personnel with these
    policies and procedures. At least annually, the CCO shall report to the
    Fund's Board on such compliance oversight and on the categories of
    entities and individuals to which disclosure of portfolio holdings of the
    Funds has been made during the preceding year pursuant to these policies.
    The CCO shall report to the Fund's Board any material violation of these
    policies and procedures during the previous calendar quarter and shall
    make recommendations to the Board as to any amendments that the CCO
    believes are necessary and desirable to carry out or improve these
    policies and procedures.

    The Manager and/or the Fund have entered into ongoing arrangements to
    make available information about the Fund's portfolio holdings. One or
    more of the Oppenheimer funds may currently disclose portfolio holdings
    information based on ongoing arrangements to the following parties:

          ---------------------------------------------------------
          A.G. Edwards & Sons           Keijser Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          ABG Securities                Kempen & Co. USA Inc.
          ---------------------------------------------------------
          ---------------------------------------------------------
          ABN AMRO                      Kepler Equities/Julius
                                        Baer Sec
          ---------------------------------------------------------
          ---------------------------------------------------------
          Advest                        KeyBanc Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          AG Edwards                    Leerink Swan
          ---------------------------------------------------------
          ---------------------------------------------------------
          American Technology Research  Legg Mason
          ---------------------------------------------------------
          ---------------------------------------------------------
          Auerbach Grayson              Lehman
          ---------------------------------------------------------
          ---------------------------------------------------------
          Banc of America Securities    Lehman Brothers
          ---------------------------------------------------------
          ---------------------------------------------------------
          Barclays                      Lipper
          ---------------------------------------------------------
          ---------------------------------------------------------
          Baseline                      Loop Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          Bear Stearns                  MainFirst Bank AG
          ---------------------------------------------------------
          ---------------------------------------------------------
          Belle Haven                   Makinson Cowell US Ltd
          ---------------------------------------------------------
          ---------------------------------------------------------
          Bloomberg                     Maxcor Financial
          ---------------------------------------------------------
          ---------------------------------------------------------
          BNP Paribas                   Merrill
          ---------------------------------------------------------
          ---------------------------------------------------------
          BS Financial Services         Merrill Lynch
          ---------------------------------------------------------
          ---------------------------------------------------------
          Buckingham Research Group     Midwest Research
          ---------------------------------------------------------
          ---------------------------------------------------------
          Caris & Co.                   Mizuho Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          CIBC World Markets            Morgan Stanley
          ---------------------------------------------------------
          ---------------------------------------------------------
          Citigroup                     Morningstar
          ---------------------------------------------------------
          ---------------------------------------------------------
          Citigroup Global Markets      Natexis Bleichroeder
          ---------------------------------------------------------
          ---------------------------------------------------------
          Collins Stewart               Ned Davis Research Group
          ---------------------------------------------------------
          ---------------------------------------------------------
          Craig-Hallum Capital Group LLCNomura Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Credit Agricole Cheuvreux     Pacific Crest
          N.A. Inc.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Credit Suisse First Boston    Pacific Crest Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Daiwa Securities              Pacific Growth Equities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Davy                          Petrie Parkman
          ---------------------------------------------------------
          ---------------------------------------------------------
          Deutsche Bank                 Pictet
          ---------------------------------------------------------
          ---------------------------------------------------------
          Deutsche Bank Securities      Piper Jaffray Inc.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Dresdner Kleinwort WassersteinPlexus
          ---------------------------------------------------------
          ---------------------------------------------------------
          Emmet & Co                    Prager Sealy & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Empirical Research            Prudential Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Enskilda Securities           Ramirez & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Essex Capital Markets         Raymond James
          ---------------------------------------------------------
          ---------------------------------------------------------
          Exane BNP Paribas             RBC Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          Factset                       RBC Dain Rauscher
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fidelity Capital Markets      Research Direct
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fimat USA Inc.                Robert W. Baird
          ---------------------------------------------------------
          ---------------------------------------------------------
          First Albany                  Roosevelt & Cross
          ---------------------------------------------------------
          ---------------------------------------------------------
          First Albany Corporation      Russell Mellon
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fixed Income Securities       Ryan Beck & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fortis Securities             Sanford C. Bernstein
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fox-Pitt, Kelton              Scotia Capital Markets
          ---------------------------------------------------------
          ---------------------------------------------------------
          Friedman, Billing, Ramsey     SG Cowen & Co.
          ---------------------------------------------------------
          ---------------------------------------------------------
          Fulcrum Global Partners       SG Cowen Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          Garp Research                 Soleil Securities Group
          ---------------------------------------------------------
          ---------------------------------------------------------
          George K Baum & Co.           Standard & Poors
          ---------------------------------------------------------
          ---------------------------------------------------------
          Goldman                       Stone & Youngberg
          ---------------------------------------------------------
          ---------------------------------------------------------
          Goldman Sachs                 SWS Group
          ---------------------------------------------------------
          ---------------------------------------------------------
          HSBC                          Taylor Rafferty
          ---------------------------------------------------------
          ---------------------------------------------------------
          HSBC Securities Inc           Think Equity Partners
          ---------------------------------------------------------
          ---------------------------------------------------------
          ING Barings                   Thomas Weisel Partners
          ---------------------------------------------------------
          ---------------------------------------------------------
          ISI Group                     UBS
          ---------------------------------------------------------
          ---------------------------------------------------------
          Janney Montgomery             Wachovia
          ---------------------------------------------------------
          ---------------------------------------------------------
          Jefferies                     Wachovia Corp
          ---------------------------------------------------------
          ---------------------------------------------------------
          Jeffries & Co.                Wachovia Securities
          ---------------------------------------------------------
          ---------------------------------------------------------
          JP Morgan                     Wescott Financial
          ---------------------------------------------------------
          ---------------------------------------------------------
          JP Morgan Securities          William Blair
          ---------------------------------------------------------
          ---------------------------------------------------------
          JPP Eurosecurities            Yieldbook
          ---------------------------------------------------------
          ---------------------------------------------------------
          Keefe, Bruyette & Woods
          ---------------------------------------------------------

How the Fund Is Managed

Organization  and  History.  The Fund is a  diversified,  open-end  management
investment  company.  The Fund was  organized  as a  Maryland  corporation  in
December 1973.


|X|   Classes of Shares. The Directors are authorized, without shareholder
approval, to create new series and classes of shares, to reclassify unissued
shares into additional series or classes and to divide or combine the shares
of a class into a greater or lesser number of shares without changing the
proportionate beneficial interest of a shareholder in the Fund. Shares do not
have cumulative voting rights, preemptive rights or subscription rights.
Shares may be voted in person or by proxy at shareholder meetings.


      The Fund currently has two classes of shares: Class A, and Class Y. All
classes invest in the same investment portfolio. Only certain institutional
investors may purchase Class Y shares. Each class of shares:

o     has its own dividends and distributions,
o     pays certain expenses which may be different for the different classes,
o     may have a different net asset value,
o     may have separate voting rights on matters in which interests of one
         class are different from interests of another class, and
o     votes as a class on matters that affect that class alone.

      Shares  are  freely  transferable,  and each share of each class has one
vote at shareholder meetings,  with fractional shares voting proportionally on
matters  submitted  to the  vote  of  shareholders.  Each  share  of the  Fund
represents  an interest in the Fund  proportionately  equal to the interest of
each other share of the same class.

|X|   Meetings of Shareholders. Although the Fund is not required by Maryland
 law to hold annual meetings, it may hold shareholder meetings from time to
 time on important matters or when required to do so by the Investment
 Company Act or other applicable law. The shareholders of the Fund's parent
 corporation have the right to call a meeting to remove a Director or to take
 certain other action described in the Articles of Incorporation or under
 Maryland law.


      The Fund will hold a meeting when the Directors call a meeting or upon
proper request of shareholders. If the Fund receives a written request of the
record holders of at least 25% of the outstanding shares eligible to be voted
at a meeting to call a meeting for a specified purpose (which might include
the removal of a Director), the Directors will call a meeting of shareholders
for that specified purpose. The Fund has undertaken that it will then either
give the applicants access to the Fund's shareholder list or mail the
applicants' communication to all other shareholders at the applicants'
expense.

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 Federal and Maryland law. The Directors meet periodically
throughout the year to oversee the Fund's activities, review its performance,
and review the actions of the Manager.

      The Board of Directors has an Audit Committee, a Regulatory & Oversight
Committee, a Governance Committee and a Proxy Committee. The Audit Committee
is comprised solely of Directors who are not "interested persons" under the
Investment Company Act (the "Independent Directors"). The members of the
Audit Committee are Joel W. Motley (Chairman), Mary F. Miller, Kenneth A.
Randall, and Joseph M. Wikler. The Audit Committee held 6 meetings during the
Fund's fiscal year ended July 31, 2005. The Audit Committee furnishes the
Board with recommendations regarding the selection of the Fund's independent
registered public accounting firm (also referred to as the "independent
Auditors"). Other main functions of the Audit Committee outlined in the Audit
Committee Charter, include, but are not limited to: (i) reviewing the scope
and results of financial statement audits and the audit fees charged;
(ii) reviewing reports from the Fund's independent Auditors regarding the
Fund's internal accounting procedures and controls; (iii) reviewing reports
from the Manager's Internal Audit Department; (iv) maintaining a separate
line of communication between the Fund's independent Auditors and the
Independent Directors (v) reviewing the independence of the Fund's
independent Auditors; (vi) pre-approving the provision of any non-audit
services by the Fund's independent Auditors; and (vi) pre-approving the
provision of any non-audit services by the fund's independent Auditors,
including tax services, that are not prohibited by the Sarbanes-Oxley Act, to
the Fund, the Manager and certain affiliates of the Manager.


      The members of the Regulatory & Oversight Committee are Robert G. Galli
(Chairman), Matthew P. Fink, Phillip A. Griffiths, Joel W. Motley, and Brian
F. Wruble. The Regulatory & Oversight Committee held 6 meetings during the
Fund's fiscal year ended July 31, 2005. The Regulatory & Oversight Committee
evaluates and reports to the Board on the Fund's contractual arrangements,
including the Investment Advisory and Distribution Agreements, transfer
agency 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
Regulatory & Oversight Committee's Charter.

      The members of the Governance Committee are, Phillip A. Griffiths
(Chairman), Kenneth A. Randall, Russell S. Reynolds, Jr. and Peter I. Wold.
The Governance Committee held 7 meetings during the Fund's fiscal year ended
July 31, 2005. The Governance Committee reviews the Fund's governance
guidelines, the adequacy of the Fund's Codes of Ethics, and develops
qualification criteria for Board members consistent with the Fund's
governance guidelines, among other duties set forth in the Governance
Committee's Charter.

      The members of the Proxy Committee are Russell S. Reynolds, Jr.
(Chairman), Matthew P. Fink and Mary F. Miller. The Proxy Committee held 1
meeting during the Fund's fiscal year ended July 31, 2005. The Proxy
Committee provides the Board with recommendations for the proxy voting of
portfolio securities held by the Fund 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. All of the Directors are also
directors, trustees or managers of the following Oppenheimer funds (referred
to as "Board I Funds"):

Oppenheimer AMT-Free Municipals            Oppenheimer International Growth Fund
Oppenheimer AMT-Free New York Municipals   Oppenheimer   International   Large  Cap

                                           Core Fund

Oppenheimer Balanced Fund                  Oppenheimer  International Small Company
                                           Fund
Oppenheimer California Municipal Fund      Oppenheimer International Value Fund
Oppenheimer Capital Appreciation Fund      Oppenheimer   Limited  Term   California
                                           Municipal Fund
Oppenheimer Developing Markets Fund        Oppenheimer Money Market Fund, Inc.
Oppenheimer Discovery Fund                 Oppenheimer Multi-State Municipal Trust
Oppenheimer Dividend Growth Fund           Oppenheimer Portfolio Series
Oppenheimer Emerging Growth Fund           Oppenheimer Real Estate Fund
Oppenheimer Emerging Technologies Fund     Oppenheimer Select Value Fund
Oppenheimer Enterprise Fund                Oppenheimer Series Fund, Inc.
Oppenheimer Global Fund                    OFI Tremont Core Strategies Hedge Fund
Oppenheimer Global Opportunities Fund      OFI Tremont Market Neutral Hedge Fund
                                           Oppenheimer  Tremont Market Neutral Fund
Oppenheimer Gold & Special Minerals Fund   LLC
Oppenheimer Growth Fund                    Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer International Diversified Fund Oppenheimer U.S. Government Trust


      In  addition  to being a  trustee,  director  or  manager of the Board I
Funds,  Messrs.  Galli and Wruble are also  directors or trustees of ten other
portfolios,  and Messrs. Wikler and Wold are directors of one other portfolio,
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  charge on Class A shares is
waived for that group  because of the reduced  sales  efforts  realized by the
Distributor.


      Messrs. Gillespie, Murphy, Petersen,Vandehey, Vottiero, Weiss, Wixted
and Zack and Mses. Bloomberg, Ives and Wolf, who are officers of the Fund,
hold the same offices with one or more of the other Board I Funds. As of
October 31, 2005 the Directors and officers of the Fund, as a group, owned of
record or beneficially less than 1% of any class of shares of the Fund. The
foregoing statement does not reflect ownership of shares held of record by an
employee benefit plan for employees of the Manager, other than the shares
beneficially owned under that plan by the officers of the Fund listed above.
In addition, none of the Independent Directors (nor any of their immediate
family members) own securities of either the Manager or the Distributor of
the Board I Funds or of any entity directly or indirectly controlling,
controlled by or under common control with the Manager or the Distributor.


       Affiliated Transactions and Material Business Relationships. Mr.
Reynolds has reported he has a controlling interest in The Directorship
Group, Inc. (the "Directorship Group"), a director recruiting firm that
provided consulting services to Massachusetts Mutual Life Insurance Company
(which controls the Manager) for fees of $137,500 for calendar year ended
December 31, 2002. Mr. Reynolds reported that the Directorship Group did not
provide consulting services to Massachusetts Mutual Life Insurance Company
during the calendar years ended December 31, 2003 and 2004 and does not
expect to provide any such services in the calendar year ended December 31,
2005.


      The Independent Directors have unanimously (except for Mr. Reynolds,
who abstained) determined that the consulting arrangements between the
Directorship Group and Massachusetts Mutual Life Insurance Company were not
material business or professional relationships that would compromise Mr.
Reynolds's 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.

      Biographical Information. The Directors and officers, their positions
with the Fund, length of service in such position(s) and principal
occupations and business affiliations during at least the past five years are
listed in the charts below. The charts also include information about each
Director's beneficial share ownership in the Fund and in all of the
registered investment companies that the Director oversees in the Oppenheimer
family of funds ("Supervised Funds"). Ms. Miller was elected to certain Board
I Funds during 2004 and did not hold shares of Board I Funds during the
calendar year ended December 31, 2004. Mr. Fink was elected to the Board I
Funds in 2005 and did not hold shares of Board I Funds during the calendar
year ended December 31, 2004. The address of each Director in the chart below
is 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Director serves for an
indefinite term, until his or her resignation, retirement, death or removal.


-------------------------------------------------------------------------------------
                               Independent Directors
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Name,                Principal Occupation(s) During the Past  Dollar     Aggregate

                                                                         Dollar
                                                                         Range Of
                                                              Range of   Shares

Position(s) Held     5 Years;                                 Shares     Beneficially
with Fund,           Other Trusteeships/Directorships Held;   BeneficiallOwned in
Length of Service,   Number of Portfolios in Fund Complex     Owned in   Supervised
Age                  Currently Overseen                       the Fund   Funds

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2004
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Clayton K. Yeutter,  Director  of American  Commercial  Lines None       Over
Chairman of the      (barge   company)   (since  June  1993);            $100,000
Board of Directors   Attorney  at  Hogan  &  Hartson  (a  law
since 2003;          firm)  (since  June  1993).  Director of
Director since 1993  Covanta  Holding  Corp  (waste-to-energy
Age: 74              company)   (since  2002);   Director  of
                     Weyerhaeuser  Corp.  (1999- April 2004),
                     Director    of     Caterpillar,     Inc.
                     (1993-December    2002),   Director   of
                     ConAgra Foods  (1993-2001),  Director of
                     Texas Instruments (1993-2001);  Director
                     of    FMC    Corporation    (1993-2001).
                     Oversees    38    portfolios    in   the
                     OppenheimerFunds complex

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

Matthew P. Fink,     Trustee of the  Committee  for  Economic None       None
Director since       Development       (policy       research
2005                 foundation)  (since  2005);  Director of
Age:  64             ICI  Education   Foundation   (education
                     foundation)    (since   October   1991);
                     President  of  the  Investment   Company
                     Institute      (trade       association)
                     (1991-2004);   Director  of  ICI  Mutual
                     Insurance  Company  (insurance  company)
                     (1991-2004).  Oversees 38  portfolios in
                     the OppenheimerFunds complex.

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

Robert G. Galli,     A   director   or   trustee   of   other $10,001-$50Over
Director since 1993  Oppenheimer    funds.     Oversees    48            $100,000
Age: 72              portfolios   in   the   OppenheimerFunds

                     complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Phillip A.           Director   of   GSI    Lumonics,    Inc. None       Over
Griffiths, Director  (precision  medical equipment  supplier)            $100,000
since 2002           (since   2001);   Trustee  of   Woodward
Age: 66              Academy  (since 1983);  a Senior Advisor
                     of  The  Andrew  W.  Mellon   Foundation
                     (since  2001);  Member of: the  National
                     Academy  of   Sciences   (since   1979),
                     Member  of  the  American  Philosophical
                     Society   (since   1996);   Council   on
                     Foreign    Relations    (since    2002);
                     Director of the  Institute  for Advanced
                     Study  (1991-2004);  Director of Bankers
                     Trust New York Corporation  (1994-1999).
                     Oversees    38    portfolios    in   the
                     OppenheimerFunds complex.

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

Mary Miller(1)       Trustee   of   the   American   Symphony None       None
Director since 2004  Orchestra     (not-for-profit)    (since
Age: 62              October    1998);    and   Senior   Vice
                     President   and   General   Auditor   of
                     American   Express  Company   (financial
                     services)  (July  1998-February   2003).
                     Oversees    38    portfolios    in   the
                     OppenheimerFunds complex.

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

Joel W. Motley,      Director   Columbia   Equity   Financial None       Over
Director since 2002  Corp.      (privately-held     financial            $100,000
Age: 53              adviser)    (since    2002);    Managing
                     Director     Carmona    Motley,     Inc.
                     (privately-held    financial    adviser)
                     (since January 2002);  Managing Director
                     (January  1998-December  2001),  Carmona
                     Motley   Hoffman  Inc.   (privately-held
                     financial        adviser)       (January
                     1998-December   2001);   Member  of  the
                     Finance  and  Budget  Committee  of  the
                     council   on  Foreign   Relations,   the
                     Investment  Committee  of the  Episcopal
                     Church  of   America,   the   Investment
                     Committee  of Human Rights Watch and the
                     Investment  Committee of Historic Hudson
                     Valley.  Oversees 38  portfolios  in the
                     OppenheimerFunds complex.

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

Kenneth A. Randall,  Director  of  Dominion  Resources,  Inc. $50,001-$10Over0
Director since 1987  (electric   utility   holding   company)            $100,000
Age: 78              (since February  1972);  Former Director
                     of  Prime  Retail,   Inc.  (real  estate
                     investment   trust),   Dominion  Energy,
                     Inc.  (electric  power  and  oil  &  gas
                     producer),  Lumbermens  Mutual  Casualty
                     Company,  American  Motorists  Insurance
                     Company   and   American   Manufacturers
                     Mutual   Insurance    Company;    Former
                     President  and Chief  Executive  Officer
                     of   The    Conference    Board,    Inc.
                     (international   economic  and  business
                     research).  Oversees  38  portfolios  in
                     the OppenheimerFunds complex.

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Russell S.           Chairman of The Directorship Search      None       Over
Reynolds, Jr.,       Group, Inc. (corporate governance                   $100,000

Director since 1989  consulting and executive recruiting)
Age: 73              (since 1993); Life Trustee of
                     International House (non-profit
                     educational organization); Former
                     trustee of the Historical Society of
                     the Town of Greenwich. Oversees 38
                     portfolios in the OppenheimerFunds
                     complex.

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

Joseph M. Wikler,    Director of the following medical        None       $50,001-$100,000
Director since 2005  device companies: Medintec (since 1992)
Age: 64              and Cathco (since 1996); Director of
                     Lakes Environmental Association (since
                     1996);  Member of the Investment
                     Committee of the Associated Jewish

                     Charities of Baltimore (since 1994);

                     Director of Fortis/Hartford mutual
                     funds (1994-2001).  Oversees 39

                     portfolios in the OppenheimerFunds
                     complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Peter I. Wold        President of Wold Oil Properties, Inc.   None       Over
Director since 2005  (an oil and gas exploration and                     $100,000
Age : 57             production company) (since 1994); Vice

                     President, Secretary and Treasurer of
                     Wold Trona Company, Inc. (soda ash

                     processing and production) (since

                     1996); Vice President of Wold Talc

                     Company, Inc. (talc mining) (since
                     1999); Managing Member,
                     Hole-in-the-Wall Ranch (cattle
                     ranching) (since 1979); Director and
                     Chairman of the Board, Denver Branch of
                     the Federal Reserve Bank of Kansas City
                     (1993-1999) and Director of PacifiCorp.
                     (electric utility) (1995-1999), an
                     electric utility.  Oversees 39
                     portfolios in the OppenheimerFunds
                     complex

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

Brian F. Wruble,     General Partner Odyssey Partners, L.P.   None       Over
Director since 2005  (hedge fund) (since September 1995);                $100,000
Age: 62              Director of Special Value Opportunities
                     Fund, LLC (registered investment
                     company, co-managed by the parent
                     company of the Manager) (since
                     September 2004); Director of Zurich
                     Financial Investment Advisory Board
                     (since October 2004); Board of
                     Governing Trustees of the Jackson
                     Laboratory (non-profit) (since August
                     1990); Trustee of the Institute for
                     Advanced Study (non-profit educational
                     institute) (since May 1992); Special
                     Limited Partner of Odyssey Investment
                     Partners, LLC (private equity
                     investment) (January 1999-September
                     2004); Trustee of Research Foundation
                     of AIMR (2000-2002) (investment
                     research, non-profit); Governor, Jerome
                     Levy Economics Institute of Bard
                     College (August 1990-September 2001)
                     (economics research); Director of Ray &
                     Berendtson, Inc. (May 2000-April 2002)
                     (executive search firm). Oversees 48
                     portfolios in the OppenheimerFunds
                     complex.

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


      The address of Mr. Murphy is Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, NY 10281-1008. Mr. Murphy serves for as
Director for an indefinite term and as an Officer for an annual term, or
until his resignation, retirement, death or removal.  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.


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

                             Interested Director and Officer

-------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Name, Position(s)  Principal Occupation(s) During the Past 5      Dollar      Aggregate
                                                                            Dollar Range
                                                                 Range of     Of Shares
                                                                  Shares    Beneficially
Held with Fund,    Years; Other Trusteeships/Directorships      Beneficially  Owned in
Length of          Held; Number of Portfolios in the Fund        Owned in    Supervised
Service, Age       Complex Currently Overseen                    the Fund       Funds
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
                                                                 As of December 31, 2004
------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

John V. Murphy,    Chairman, Chief Executive Officer and        $1-$10,000  Over $100,000
Director since     Director (since June 2001) and President
2002               (since September 2000) of the Manager;
Age: 56            President and a director or trustee of
                   other Oppenheimer funds; President and
                   Director of Oppenheimer Acquisition Corp.
                   ("OAC") (the Manager's parent holding
                   company) and of Oppenheimer Partnership
                   Holdings, Inc. (holding company subsidiary
                   of the Manager) (since July 2001); Director
                   of OppenheimerFunds Distributor, Inc.
                   (subsidiary of the Manager) (since November
                   2001); Chairman and Director of Shareholder
                   Services, Inc. and of Shareholder Financial
                   Services, Inc. (transfer agent subsidiaries
                   of the Manager) (since July 2001);
                   President and Director of OppenheimerFunds
                   Legacy Program (charitable trust program
                   established by the Manager) (since July
                   2001); Director of the following investment
                   advisory subsidiaries of the Manager: OFI
                   Institutional Asset Management, Inc.,
                   Centennial Asset Management Corporation,
                   Trinity Investment Management Corporation
                   and Tremont Capital Management, Inc. (since
                   November 2001), HarbourView Asset
                   Management Corporation and OFI Private
                   Investments, Inc. (since July 2001);
                   President (since November 1, 2001) and
                   Director (since July 2001) of Oppenheimer
                   Real Asset Management, Inc.; Executive Vice
                   President of Massachusetts Mutual Life
                   Insurance Company (OAC's parent company)
                   (since February 1997); Director of DLB
                   Acquisition Corporation (holding company
                   parent of Babson Capital Management LLC)
                   (since June 1995); Member of the Investment
                   Company Institute's Board of Governors
                   (since October 3, 2003); Chief Operating
                   Officer of the Manager (September 2000-June
                   2001); President and Trustee of MML Series
                   Investment Fund and MassMutual Select Funds
                   (open-end investment companies) (November
                   1999-November 2001); Director of C.M. Life
                   Insurance Company (September 1999-August
                   2000); President, Chief Executive Officer
                   and Director of MML Bay State Life
                   Insurance Company (September 1999-August
                   2000); Director of Emerald Isle Bancorp and
                   Hibernia Savings Bank (wholly-owned
                   subsidiary of Emerald Isle Bancorp) (June
                   1989-June 1998). Oversees 77 portfolios in
                   the OppenheimerFunds complex as a director
                   or trustee and officer and an additional 10
                   portfolios as an officer.

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



      The address of the Officers in the chart below is as follows: for Mr.
Gillespie, and Zack and Ms. Bloomberg, Two World Financial Center, 225
Liberty Street-11th Floor, New York, NY 10281-1008, for Messrs. Petersen,
Vandehey,Vottiero, Weiss and Wixted and Mses. Ives and Wolf, 6803 S. Tucson
Way, Centennial, CO 80112-3924. Each Officer serves for an annual term or
until his or her earlier resignation, death or removal.


------------------------------------------------------------------------------------
                               Officers of the Fund
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Name,                   Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund,
Length of Service,
Age
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Carol E. Wolf, Vice     Senior Vice  President of the Manager (since June 2000) and
President and           of HarbourView  Asset  Management  Corporation  (since June
Portfolio Manager       2003);  an officer of 6 portfolios in the  OppenheimerFunds
since 1988              complex.  Formerly Vice President of the Manager (June 1990
Age: 53                 - June 2000).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Barry D. Weiss, Vice    Vice  President  of the  Manager  (since  July 2001) and of
President and           HarbourView  Asset  Management   Corporation   (since  June
Portfolio Manager       2003);  an officer of 6 portfolios in the  OppenheimerFunds
since 2001              complex.  Formerly  Assistant  Vice  President  and  Senior
Age: 41                 Credit Analyst of the Manager  (February  2000-June  2001).
                        Prior to joining  the  Manager  in  February  2000,  he was
                        Associate  Director,  Structured  Finance,  Fitch IBCA Inc.
                        (April 1998 - February 2000).

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

Mark S. Vandehey,       Senior Vice President and Chief  Compliance  Officer of the
Vice President and      Manager    (since   March   2004);    Vice   President   of
Chief Compliance        OppenheimerFunds   Distributor,   Inc.,   Centennial  Asset
Officer since 2004      Management   Corporation  and  Shareholder  Services,   Inc
Age:  55                (since June 1983).  Former Vice  President  and Director of
                        Internal  Audit of the  Manager  (1997-February  2004).  An
                        officer of 87 portfolios in the Oppenheimer funds complex.

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Brian W. Wixted,        Senior Vice  President and Treasurer of the Manager  (since
Treasurer since 1999    March 1999); Treasurer of the following:  HarbourView Asset
Age: 45                 Management  Corporation,  Shareholder  Financial  Services,

                        Inc.,  Shareholder Services,  Inc.,  Oppenheimer Real Asset
                        Management   Corporation,   and   Oppenheimer   Partnership
                        Holdings,   Inc.   (since  March  1999),   of  OFI  Private
                        Investments,  Inc. (since March 2000), of  OppenheimerFunds
                        International Ltd. (since May 2000),  OppenheimerFunds  plc
                        (since May 2000), of OFI  Institutional  Asset  Management,
                        Inc. (since November 2000), and of OppenheimerFunds  Legacy
                        Program   (charitable  trust  program  established  by  the
                        Manager)) (since June 2003);  Treasurer and Chief Financial
                        Officer of OFI Trust Company (trust  company  subsidiary of
                        the Manager) (since May 2000);  Assistant  Treasurer of the
                        following:   OAC  (since  March  1999),   Centennial  Asset
                        Management   Corporation  (March   1999-October  2003)  and
                        OppenheimerFunds  Legacy  Program (April  2000-June  2003);
                        Principal  and Chief  Operating  Officer of  Bankers  Trust
                        Company-Mutual  Fund Services  Division  (March  1995-March
                        1999). An officer of 87 portfolios in the  OppenheimerFunds
                        complex.

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Brian Petersen,         Assistant  Vice  President  of the  Manager  (since  August

Assistant Treasurer     2002);  Manager/Financial Product Accounting of the Manager
since 2004              (November  1998-July  2002). An officer of 87 portfolios in
Age: 35                 the OppenheimerFunds complex.

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

Philip Vottiero,        Vice President/Fund  Accounting of the Manager (since March
Assistant Treasurer     2002); Vice  President/Corporate  Accounting of the Manager
since 2002              (July 1999-March 2002);  Chief Financial Officer at Sovlink
Age: 42                 Corporation  (April  1996-June  1999).  An  officer  of  87

                        portfolios in the OppenheimerFunds complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Robert G. Zack,         Executive Vice  President  (since January 2004) and General
Secretary since 2001    Counsel (since March 2002) of the Manager;  General Counsel
Age: 57                 and  Director of the  Distributor  (since  December  2001);

                        General Counsel of Centennial Asset Management  Corporation
                        (since  December  2001);  Senior Vice President and General
                        Counsel of HarbourView Asset Management  Corporation (since
                        December  2001);  Secretary  and  General  Counsel  of  OAC
                        (since   November   2001);   Assistant   Secretary   (since
                        September  1997)  and  Director  (since  November   2001)of
                        OppenheimerFunds  International  Ltd. and  OppenheimerFunds
                        plc;   Vice   President   and   Director   of   Oppenheimer
                        Partnership  Holdings,  Inc.(since December 2002); Director
                        of  Oppenheimer  Real  Asset  Management,   Inc.  (November
                        2001); Senior Vice President,  General Counsel and Director
                        of  Shareholder  Financial  Services,   Inc.,   Shareholder
                        Services,   Inc.  (since   December   2001),   Senior  Vice
                        President,  General  Counsel  and  Director  of OFI Private
                        Investments,  Inc. and OFI Trust Company  (November  2001);
                        Vice  President of  OppenheimerFunds  Legacy  Program (June
                        2003);  Senior Vice  President  and General  Counsel of OFI
                        Institutional   Asset  Management,   Inc.  (since  November
                        2001);  Director of OppenheimerFunds  (Asia) Limited (since
                        December  2003);  Senior Vice President (May  1985-December
                        2003),  Acting  General  Counsel  (November   2001-February
                        2002)  and  Associate  General  Counsel  (May  1981-October
                        2001)  of  the   Manager;   Assistant   Secretary   of  the
                        following:  Shareholder  Services,  Inc. (May 1985-November
                        2001),   Shareholder  Financial  Services,  Inc.  (November
                        1989-November  2001);  and  OppenheimerFunds  International
                        Ltd.  (September  1997-November  2001).  An  officer  of 87
                        portfolios in the OppenheimerFunds complex.

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

Kathleen T. Ives,       Vice  President  (since  June 1998) and Senior  Counsel and
Assistant Secretary     Assistant  Secretary  (since  October 2003) of the Manager;
since 2001              Vice President (since 1999) and Assistant  Secretary (since
Age: 40                 October 2003) of the  Distributor;  Assistant  Secretary of
                        Centennial  Asset  Management  Corporation  (since  October
                        2003);   Vice   President   and   Assistant   Secretary  of
                        Shareholder   Services,   Inc.   (since  1999);   Assistant
                        Secretary  of   OppenheimerFunds   Legacy  Program  and  of
                        Shareholder   Financial  Services,   Inc.  (since  December
                        2001);   Assistant   Counsel   of   the   Manager   (August
                        1994-October  2003).  An  officer of 87  portfolios  in the
                        OppenheimerFunds complex.

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

Lisa I. Bloomberg,      Vice President and Associate  Counsel of the Manager (since
Assistant Secretary     May 2004);  First Vice President (April  2001-April  2004),
since 2004              Associate  General  Counsel  (December   2000-April  2004),
Age:  37                Corporate  Vice  President   (May   1999-April   2001)  and
                        Assistant General Counsel (May  1999-December  2000) of UBS
                        Financial    Services    Inc.    (formerly,     PaineWebber
                        Incorporated)   An   officer  of  87   portfolios   in  the
                        OppenheimerFunds complex.

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

Phillip S. Gillespie    Senior Vice  President  and Deputy  General  Counsel of the
Assistant     Secretary Manager  (since  September  2004);  Mr.  Gillespie held the
since 2004              following    positions   at   Merrill   Lynch    Investment
Age: 41                 Management:  First Vice  President  (2001-September  2004);
                        Director   (2000-September   2004)   and   Vice   President
                        (1998-2000)  of Merrill  Lynch  Investment  Management.  An
                        officer of 87 portfolios in the OppenheimerFunds complex.

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

|X|   Remuneration   of                                                                                               Retirement
Directors.          The                                                                               Benefits Accrued as Part of Fund Expenses
Directors  of the  Fund
who   are    affiliated
with    the     Manager
receive  no  salary  or
fee from the Fund.  The
Independent  Directors'
compensation  from  the
Fund,  shown below,  is
for    serving   as   a
Director  and member of
a     committee     (if
applicable),       with
respect  to the  Fund's
fiscal  year ended July
31,  2005.   The  total
compensation,
including       accrued
retirement    benefits,
from  the Fund and fund
complex      represents
compensation   received
for    serving   as   a
Director  and member of
a     committee     (if
applicable)    of   the
boards  of the Fund and
other   funds   in  the
OppenheimerFunds
complex    during   the
calendar   year   ended
December 31, 2004.

                           Estimated      ATotalate Co
                             Annual     Compensationun
Name and Other Fund         Benefits   From the Fund
Position(s)                   Upon        and Fund    mpensation
(as applicable)           Retirement((2)) Complex     d((1))

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

Clayton K. Yeutter        $8,308((3))      $2,077        $86,171        $173,700
Chairman of the Board
Matthew Fink((4))            $1,767         None          $2,641          None
Proxy Committee Member
and Regulatory &
Oversight Committee
Member
Robert G. Galli              $6,184         None      $100,824((5))  $273,312((6))
Regulatory & Oversight
Committee Chairman

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

Phillip Griffiths
Governance Committee
Chairman and Regulatory
& Oversight Committee     $7,171((7))      $7,171        $34,972        $142,092
Member

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

Mary F. Miller((8))
Audit Committee Member
and Proxy Committee          $4,109         None         $7,128_         $8,532
Member

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

Joel W. Motley
Audit Committee Chairman
and Regulatory &          $7,211((9))      $2,884        $23,945        $150,760
Oversight Committee
Member

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

Kenneth A. Randall           $6,412      None((10))      $85,944        $134,080
Audit Committee Member
and Governance Committee
Member

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

Edward V. Regan(11)          $5,278         None         $70,977        $118,788

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

Russell S. Reynolds, Jr.     $5,115         None         $66,602        $106,792
Proxy Committee Chairman
and Governance Committee
Member

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

Donald W. Spiro(12)           $801          None           None         $64,080

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

Joseph M. Wikler((13))        None          None           None         $23,000
Audit Committee Member

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

Peter I. Wold((1)3)
Governance Committee
Member                        None          None           None         $20,500

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

Brian F. Wruble(14)
Regulatory & Oversight        None          None       $22,238(15)    $111,000(16)
Committee Member

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

1.    "Aggregate   Compensation   From  Fund"   includes   fees  and  deferred
   compensation, if any.
2.    "Estimated  Annual Benefits Upon Retirement" is based on a straight life
   payment plan  election with the  assumption  that a Director will retire at
   the  age of 75 and is  eligible  (after  7 years  of  service)  to  receive
   retirement  plan  benefits as described  below under  "Retirement  Plan for
   Directors."
3.    Includes   $2,077   deferred  by  Mr.   Yeutter   under  the   "Deferred
   Compensation Plan" described below.
4.    Mr.  Fink was  appointed  as a Director  or Trustee of 10 of the Board I
   Funds  effective  January 1, 2005 and was elected as a Board  member of all
   the other Board I Funds during 2005.
5.    Includes $45,840 estimated  benefits to be paid to Mr. Galli for serving
   as trustee or director of 10 other  Oppenheimer  funds that are not Board I
   Funds.
6.    Includes  $111,000  for  serving  as  trustee  or  director  of 10 other
   Oppenheimer funds (at December 31, 2004)  that are not Board I Funds.
7.    Includes   $7,171   deferred  by  Mr.   Griffiths  under  the  "Deferred
   Compensation Plan" described below.
8.    Ms.  Miller was  appointed  as  Director or Trustee of 13 of the Board I
   Funds  effective  August  13,  2004  and 9 of the  Board I Funds  effective
   October  26,  2004.  She was  elected  as a Board  Member  of all the other
   Board I Funds during 2005.
9.    Includes $2,884
deferred by Mr. Motley under the "Deferred Compensation Plan" described below.
11.   Due to actuarial considerations,  no additional retirement benefits were
   accrued with respect to Mr. Randall.
12.   Mr. Regan  retired as Director of the Board I funds  effective  June 30,
   2005.
13.   Mr.  Spiro  retired as Director of the Board I funds  effective  October
   31, 2004.
14.   Mr.  Wikler  and Mr.  Wold were  elected  as Board  members of 23 of the
   Board I funds,  including  the Fund as of August 17, 2005.  They had served
   as Board  members of the other 11 Board I Funds,  including  the Fund prior
   to that date.
15.   Mr.  Wruble was  appointed  as Director  of the Board I Funds  effective
   October 10, 2005.
16.   Estimated  benefits  to be paid to Mr.  Wruble for serving as a director
   or trustee of 10 other  Oppenheimer  funds that are not Board I Funds.  Mr.
   Wruble's  service  as a  director  or  trustee  of such  funds  will not be
   counted  towards  the  fulfillment  of  his  eligibility  requirements  for
   payments under the Board I retirement plan, described below.
17.   For serving as a director or trustee of 10 other  Oppenheimer  funds (at
   December 31, 2004) that are not Board I Funds.


|X|   Retirement  Plan for Directors.  The Fund has adopted a retirement  plan
 that provides for payments to retired Independent 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  director or trustee for any of the Board I Funds for at least seven
 years to be  eligible  for  retirement  plan  benefits  and must serve for at
 least 15  years  to be  eligible  for the  maximum  benefit.  The  amount  of
 retirement  benefits a  Director  will  receive  depends on the amount of the
 Director's compensation,  including future compensation and the length of his
 or her service on the Board.


       Deferred Compensation Plan. The Board of Directors has adopted a
 Deferred Compensation Plan for Independent 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
 Directors. The amount paid to the Director under the plan will be determined
 based upon the amount of compensation deferred and the performance of the
 selected funds.

      Deferral of the Directors' fees under the plan will not materially
affect the Fund's assets, liabilities or net income per share. The 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 SEC, the Fund may invest in the funds selected by the Director under
the plan without shareholder approval for the limited purpose of determining
the value of the Director's deferred compensation account.

      |X|         Major  Shareholders.  As  of  October  31,  2005,  the  only
persons  or  entities  who owned of  record  or were  known by the Fund to own
beneficially  5% or more of any class of the Fund's  outstanding  shares;  and
their holdings of that class as of that date, were the following:

      Taynik & Co.,  C/O  Investors  Bank & Trust,  PO Box  9130,  Boston,  MA
02117, which owned  17,137,109.020  Class Y Shares (representing 67.41% of the
Fund's Class Y shares then outstanding).

      Oregon College Savings Plan, C/O OppenheimerFunds,  PO Box 5270, Denver,
CO 80217-5270,  which owned 4,460,763.440 Class Y Shares  (representing 17.54%
of the Fund's Class Y shares then outstanding).

      New Mexico  Savings  Plan - TEP,  PO Box 5270,  Denver,  CO  80217-5270,
which owned  3,269,065.610 Class Y Shares  (representing  12.85% of the Fund's
Class Y shares then outstanding).

      |X|         Control  Persons.  As  of  October  31,  2005,  the  Manager
beneficially owned,  directly and/or through on or more controlled  companies,
35.37% of the  Class A  shares,  which  represent  35.96%  of the  outstanding
voting  securities of the Fund. In the event that any matter is submitted to a
vote of the Fund's  shareholders,  the  Manager  has  undertaken  to vote such
securities  of the Fund,  and to cause any  controlled  companies to vote such
securities  of the Fund,  in the same  proportion  as the shares of other Fund
shareholders  are  voted  on  such  matter.  A  withdrawal  of  the  Manager's
investment  could adversely affect the expense ratio for Class A shares and/or
lead  to an  increase  in  the  Fund's  portfolio  turnover.  The  Manager  is
organized in the State of Colorado.



The Manager.  The Manager is wholly-owned by Oppenheimer  Acquisition Corp., a
holding company  controlled by Massachusetts  Mutual Life Insurance Company, a
global, diversified insurance and financial services organization.


|X|   Code of Ethics. The Fund, the Manager and the Distributor have a Code
of Ethics. It is designed to detect and prevent improper personal trading by
certain employees, including portfolio managers, that would compete with or
take advantage of the Fund's portfolio transactions. Covered persons include
persons with knowledge of the investments and investment intentions of the
Fund and other funds advised by the Manager. The Code of Ethics does permit
personnel subject to the Code to invest in securities, including securities
that may be purchased or held by the Fund, subject to a number of
restrictions and controls. Compliance with the Code of Ethics is carefully
monitored and enforced by the Manager.  The Fund does not have a Code of
Ethics since it is a money market fund.





      |X|   The   Investment   Advisory   Agreement.   The  Manager   provides
investment  advisory and  management  services to the Fund under an investment
advisory  agreement  between  the Manager  and the Fund.  The Manager  selects
securities for the Fund's portfolio and handles its day-to-day business.  That
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 Independent  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,  which  applied to the assets of the
Fund as a whole.  The Fees are  allocated to each class of shares based on the
relative proportion of the Fund's net assets represent by that class.

      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
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
       2003                                 $8,305,548
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
       2004                                 $7,541,850
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

       2005                                 $7,781,528

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


      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.

 Portfolio Managers. The Fund's portfolio is managed by Barry D. Weiss and
Carol E. Wolf (each is referred to as a "Portfolio Manager" and collectively
they are referred to as the "Portfolio Managers"). They are the persons who
are responsible for the day-to-day management of the Fund's investments.

|X|   Other Accounts Managed.  In addition to managing the Fund's investment
            portfolio, each Portfolio Manager also manages other investment
            portfolios and other accounts on behalf of the Manager or its
            affiliates.  The following table provides information regarding
            the other portfolios and accounts managed by each Portfolio
            Manager as of July 31, 2005. No account has a performance-based
            advisory fee:


        Portfolio              Total                   Total           Total
                                                     Assets in
                               Assets in  Other        Other
                      RegistereRegistered Pooled      Pooled            Assets
                      InvestmenInvestment InvestmentInvestment  Other  in Other
                      CompaniesCompanies  Vehicles   Vehicles   AccountAccounts
         Manager      Managed   Managed*   Managed   Managed*   ManagedManaged*
     ----------------------------------------------------------------------------
     ----------------------------------------------------------------------------

                         5                  None                  1
      Barry D. Weiss                                         $0
                                 $23,396.9                              $0.35

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

                         5                  None                  5
      Carol E. Wolf                                          $0
                                 $23,396.9                              $0.47



       *  In millions.


           As indicated above, the Portfolio Managers also manage other funds
      and accounts.  Potentially, at times, those responsibilities could
      conflict with the interests of the Fund.  That may occur whether the
      investment strategies of the other fund or account are the same as, or
      different from, the Fund's investment objectives and strategies.  For
      example, the Portfolio Managers may need to allocate investment
      opportunities between the Fund and another fund or account having
      similar objectives or strategies, or they may need to execute
      transactions for another fund or account that could have a negative
      impact on the value of securities held by the Fund.  Not all funds and
      accounts advised by the Manager have the same management fee.  If the
      management fee structure of another fund or account is more
      advantageous to the Manager than the fee structure of the Fund, the
      Manager could have an incentive to favor the other fund or account.
      However, the Manager's compliance procedures and Code of Ethics
      recognize the Manager's fiduciary obligations to treat all of its
      clients, including the Fund, fairly and equitably, and are designed to
      preclude the Portfolio Manager from favoring one client over another.
      It is possible, of course, that those compliance procedures and the
      Code of Ethics may not always be adequate to do so.  At different
      times, the Fund's Portfolio Managers may manage other funds or accounts
      with investment objectives and strategies that are similar to those of
      the Fund, or may manage funds or accounts with investment objectives
      and strategies that are different from those of the Fund.

      Compensation of the Portfolio Managers.  The Fund's Portfolio Managers
      are employed and compensated by the Manager, not the Fund. Under the
      Manager's compensation program for its portfolio managers and portfolio
      analysts, their compensation is based primarily on the investment
      performance results of the funds and accounts they manage, rather than
      on the financial success of the Manager. This is intended to align the
      portfolio managers' and analysts' interests with the success of the
      funds and accounts and their shareholders. The Manager's compensation
      structure is designed to attract and retain highly qualified investment
      management professionals and to reward individual and team
      contributions toward creating shareholder value. As of July 31, 2005
      the Portfolio Managers' compensation consisted of three elements: a
      base salary, an annual discretionary bonus and eligibility to
      participate in long-term awards of options and appreciation rights in
      regard to the common stock of the Manager's holding company parent.
      Senior portfolio managers may also be eligible to participate in the
      Manager's deferred compensation plan.

      To help the Manager attract and retain talent, the base pay component
      of each portfolio manager is reviewed regularly to ensure that it
      reflects the performance of the individual, is commensurate with the
      requirements of the particular portfolio, reflects any specific
      competence or specialty of the individual manager, and is competitive
      with other comparable positions. The annual discretionary bonus is
      determined by senior management of the Manager and is based on a number
      of factors, including a fund's pre-tax performance for periods of up to
      five years, measured against an appropriate Lipper benchmark selected
      by management. The Lipper benchmark with respect to the Fund is Lipper
      - Money Market Funds.  Other factors considered include management
      quality (such as style consistency, risk management, sector coverage,
      team leadership and coaching) and organizational development. The
      Portfolio Managers' compensation is not based on the total value of the
      Fund's portfolio assets, although the Fund's investment performance may
      increase those assets. The compensation structure is also intended to
      be internally equitable and serve to reduce potential conflicts of
      interest between the Fund and other funds and accounts managed by the
      Portfolio Managers. The compensation structure of the other funds and
      accounts managed by the Portfolio Managers is the same as the
      compensation structure of the Fund, described above.


                   Ownership of Fund Shares.  As of July 31, 2005 each
      Portfolio Manager beneficially owned shares of the Trust as follows:

            ----------------------------------------------------------
                                                Range of Shares
                                                  Beneficially
                  Portfolio Manager            Owned in the Fund
            ----------------------------------------------------------
            ----------------------------------------------------------

            Barry D. Weiss                            None

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

            Carol E. Wolf                             None

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







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.

    The Manager  and the  Distributor  may make  payments  to  affiliates.  In
their  sole  discretion,  they may also  from  time to time  make  substantial
payments  from their own  resources,  which  include  the  profits the Manager
derives  from the  advisory  fees it  receives  from the Fund,  to  compensate
brokers,   dealers,   financial  institutions  and  other  intermediaries  for
providing  distribution  assistance  and/or  administrative  services  or that
otherwise  promote sales of the Fund's shares.  These payments,  some of which
may be referred to as "revenue  sharing,"  may relate to the Fund's  inclusion
on a financial intermediary's preferred list of funds offered to its clients.

    Financial  intermediaries,  brokers and dealers may receive other payments
from the  Distributor  or the Manager from their own  resources in  connection
with the promotion  and/or sale of shares of the Fund,  including  payments to
defray  expenses   incurred  in  connection  with  educational   seminars  and
meetings.   The  Manager  or  Distributor  may  share  expenses   incurred  by
financial  intermediaries  in  conducting  training and  educational  meetings
about aspects of the Fund for employees of the  intermediaries  or for hosting
client  seminars  or meetings  at which the Fund is  discussed.  In their sole
discretion,  the Manager and/or the  Distributor  may increase or decrease the
amount of payments they make from their own resources for these purposes.

      |X|   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  broker/dealers  are used for portfolio  transactions,
transactions  may be  directed  to brokers 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,  analytical software 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.

      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 1.800.225.5677 or by visiting the  OppenheimerFunds  Internet website
at www.oppenheimerfunds.com.

      The Fund's  illustrations of its performance data in advertisements must
comply with rules of the SEC.  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.

oYields.  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.

      |X|   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:

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

                              [GRAPHIC OMITTED]

------------------------------------------------------------------------------
      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:


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

                              [GRAPHIC OMITTED]

------------------------------------------------------------------------------
             Yield          Compounded    Average Annual Total Returns (at
         (7 days ended   Effective Yield  7/31/05)
            7/31/05)      (7 days ended
                             7/31/05)
                                            1-Year       5 Years       10 Years

Class A      2.80%            2.84%          1.80%        2.04%          3.49%
Class Y      2.87%            2.91%          1.85%         N/A            N/A



      |X|   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

When you purchase  shares of the Fund,  your ownership  interest in the shares
of the Fund will be recorded  as a book entry on the records of the Fund.  The
Fund will not issue or re-register physical share certificates.

AccountLink.  When shares are  purchased  through  AccountLink,  each purchase
must be at least $50 and  shareholders  must  invest at least  $500  before an
Asset  Builder Plan  (described  below) 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 NYSE").  The NYSE 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 NYSE,  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.  As explained  in the  Prospectus,  you must  initially
establish  your account with $500.  Subsequently,  you can  establish an Asset
Builder Plan to automatically  purchase additional shares directly from a bank
account  for as  little  as $50.  For  those  accounts  established  prior  to
November 1, 2002 and which have  previously  established  Asset Builder Plans,
additional  purchases  will remain at $25.  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.

      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 you 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 AMT-Free Municipals           Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals  Oppenheimer Main Street Fund
Oppenheimer Balanced Fund                 Oppenheimer Main Street Opportunity Fund
Oppenheimer Core Bond Fund                Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund     Oppenheimer MidCap Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Income Fund           Oppenheimer Pennsylvania Municipal Fund
                                          Oppenheimer Principal Protected Main
Oppenheimer Champion Income Fund          Street Fund
                                          Oppenheimer Principal Protected Main
Oppenheimer Convertible Securities Fund   Street Fund II
                                          Oppenheimer Principal Protected Main
Oppenheimer Developing Markets Fund       Street Fund III
Oppenheimer Disciplined Allocation Fund   Oppenheimer Quest Balanced Fund
                                          Oppenheimer Quest Capital Value Fund,
Oppenheimer Discovery Fund                Inc.
                                          Oppenheimer Quest International Value
Oppenheimer Dividend Growth Fund          Fund, Inc.
Oppenheimer Emerging Growth Fund          Oppenheimer Quest Opportunity Value Fund
Oppenheimer Emerging Technologies Fund    Oppenheimer Quest Value Fund, Inc.
Oppenheimer Enterprise Fund               Oppenheimer Real Asset Fund
Oppenheimer Equity Fund, Inc.             Oppenheimer Real Estate Fund
Oppenheimer Global Fund                   Oppenheimer Rochester National Municipals
Oppenheimer Global Opportunities Fund     Oppenheimer Select Value Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Senior Floating Rate Fund
Oppenheimer Growth Fund                   Oppenheimer Small Cap Value Fund
Oppenheimer High Yield Fund               Oppenheimer Strategic Income Fund
Oppenheimer International Bond Fund       Oppenheimer Total Return Bond Fund
Oppenheimer International Growth Fund     Oppenheimer U.S. Government Trust
Oppenheimer International Small Company
Fund                                      Oppenheimer Value Fund
Oppenheimer Limited Term California
Municipal
Fund                                      Limited-Term New York Municipal Fund
Oppenheimer Limited-Term Government Fund  Rochester Fund Municipals

                                          Oppenheimer Portfolio Series:
                                              Active Allocation Fund
                                              Aggressive Investor Fund
                                              Conservative Investor Fund
                                              Moderate Investor Fund

And the following money market funds:

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





      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.

      Allocation of Expenses. The Fund pays expenses related to its daily
operations, such as custodian fees, Directors' fees, transfer agency fees,
legal fees and auditing costs. Those expenses are paid out of the Fund's
assets and are not paid directly by shareholders. However, those expenses
reduce the net asset values of shares, and therefore are indirectly borne by
shareholders through their investment.

      The methodology for calculating the net asset value, dividends and
distributions of the Fund's share classes recognizes two types of expenses.
General expenses that do not pertain specifically to any one class are
allocated pro rata to the shares of all classes. The allocation is based on
the percentage of the Fund's total assets that is represented by the assets
of each class, and then equally to each outstanding share within a given
class. Such general expenses include management fees, legal, bookkeeping and
audit fees, printing and mailing costs of shareholder reports, Prospectuses,
Statements of Additional Information and other materials for current
shareholders, fees to unaffiliated Directors, custodian expenses, share
issuance costs, organization and start-up costs, interest, taxes and
brokerage commissions, and non-recurring expenses, such as litigation costs.

      Other expenses that are directly attributable to a particular class are
allocated equally to each outstanding share within that class. Examples of
such expenses include transfer and shareholder servicing agent fees and
expenses and shareholder meeting expenses (to the extent that such expenses
pertain only to a specific class).

Classes of Shares. Each class of shares of the Fund represents an interest in
the same portfolio of investments of the Fund. However, each class has
different shareholder privileges and features. The net income attributable to
Class A or Class Y shares and the dividends payable on Class A or Class Y
shares may be reduced by incremental expenses borne solely by that class. A
salesperson who is entitled to receive compensation from his or her firm for
selling Fund shares may receive different levels of compensation for selling
one class of shares rather than another.


Fund Account Fees. As stated in the Prospectus, a $12 annual
"Minimum Balance Fee" is assessed on each Fund account with a share
balance valued under $500. The Minimum Balance Fee is
automatically deducted from each such Fund account on or about the
second to last business day of September.

Listed below are certain cases in which the Fund has elected, in its
discretion, not to assess the Fund Account Fees.  These exceptions are
subject to change:
o     A fund account whose shares were acquired after September 30th of the
         prior year;
o     A fund account that has a balance below $500 due to the automatic
         conversion of shares from Class B to Class A shares. However, once
         all Class B shares held in the account have been converted to Class
         A shares the new account balance may become subject to the Minimum
         Balance Fee;
o     Accounts of shareholders who elect to access their account documents
         electronically via eDoc Direct;
o     A fund account that has only certificated shares and, has a balance
         below $500 and is being escheated;
o     Accounts of shareholders that are held by broker-dealers under the NSCC
         Fund/SERV system;
o     Accounts held under the Oppenheimer Legacy Program and/or holding
         certain Oppenheimer Variable Account Funds;
o     Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
         Custom Plus, Recordkeeper Pro and Pension Alliance Retirement Plan
         programs; and
o     A fund account that falls below the $500 minimum solely due to market
         fluctuations within the 12-month period preceding the date the fee
         is deducted.

To sign up to access account documents electronically via eDocs Direct,
please visit the Service Center on our website at www.oppenheimerfunds.com or
call 1.888.470.0862 for instructions.

      The Fund reserves the authority to modify Fund Account Fees in its
discretion.



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 NYSE on each day
that the NYSE is open.  The  calculation  is done by dividing the value of the
Fund's  net  assets by the  number of shares  that are  outstanding.  The NYSE
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 NYSE's most recent  annual
announcement  regarding  holidays  and days when the market may close early is
available on the NYSE's web site at www.nyse.com.

      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 under the  Investment  Company Act of 1940 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 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 NYSE closes.  Normally, the NYSE 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.

      |X|   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 $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.

      |X|   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  representing  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.


      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
Oppenheimer  funds that have a single class  without a class  designation  are
deemed  "Class A" shares for this  purpose.  You can obtain a current  list of
funds showing which funds offer which classes by calling the Distributor.

o     All of the Oppenheimer funds currently offer Class A, B, C, N and Y
      shares with the following exceptions:

      The following funds only offer Class A shares:
      Centennial California Tax Exempt      Centennial New York Tax Exempt
      Trust                                 Trust
      Centennial Government Trust           Centennial Tax Exempt Trust
      Centennial Money Market Trust

      The following funds do not offer Class N shares:
      Limited Term New York Municipal Fund   Oppenheimer New Jersey Municipal
                                             Fund
      Oppenheimer AMT-Free Municipals        Oppenheimer Pennsylvania Municipal
                                             Fund
      Oppenheimer AMT-Free New York          Oppenheimer Rochester National
      Municipals                             Municipals
      Oppenheimer California Municipal Fund  Oppenheimer Senior Floating Rate
                                             Fund

      Oppenheimer International Value Fund   Rochester Fund Municipals
      Oppenheimer Limited Term California
      Municipal Fund
      Oppenheimer Limited Term Municipal
      Fund
      Oppenheimer Money Market Fund, Inc.


      The following funds do not offer Class Y shares:
      Limited Term New York Municipal Fund   Oppenheimer International Small Company
                                             Fund
      Oppenheimer AMT-Free Municipals        Oppenheimer Limited Term Municipal Fund
      Oppenheimer Balanced Fund              Oppenheimer New Jersey Municipal Fund
      Oppenheimer Balanced Fund              Oppenheimer Pennsylvania Municipal Fund
      Oppenheimer Capital Income Fund        Oppenheimer Principal Protected Main
                                             Street Fund
      Oppenheimer Cash Reserves              Oppenheimer Principal Protected Main
                                             Street Fund II
      Oppenheimer Cash Reserves              Oppenheimer Principal Protected Main
                                             Street Fund III
      Oppenheimer Champion Income Fund       Oppenheimer Quest Capital Value Fund,
                                             Inc.
      Oppenheimer Developing Markets Fund    Oppenheimer Quest International Value
                                             Fund, Inc.
      Oppenheimer Disciplined Allocation     Oppenheimer Rochester National
      Fund                                   Municipals
      Oppenheimer Dividend Growth Fund       Oppenheimer Senior Floating Rate Fund
      Oppenheimer Gold & Special Minerals    Oppenheimer Small Cap Value Fund
      Fund
      Oppenheimer International Bond Fund    Oppenheimer Total Return Bond Fund



o     Oppenheimer  Money  Market  Fund,  Inc.  only offers Class A and Class Y
   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     Class Y shares of  Oppenheimer  Real Asset Fund may not be exchanged for
      shares of any other fund.
o     Class  M  shares  of  Oppenheimer  Convertible  Securities  Fund  may be
      exchanged only for Class A shares of other  Oppenheimer  funds. They may
      not be  acquired  by  exchange  of  shares  of any  class  of any  other
      Oppenheimer  funds  except  Class A shares of  Oppenheimer  Money Market
      Fund or  Oppenheimer  Cash  Reserves  acquired  by  exchange  of Class M
      shares.
o     Class A shares of 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  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.
o     Shares of Oppenheimer Principal Protected Main Street Fund may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds.  However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund until after the expiration of the warranty period
      (8/5/2010).
o     Shares of Oppenheimer Principal Protected Main Street Fund II may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund II until after the expiration of the warranty period
      (3/3/2011).

o     Shares of Oppenheimer Principal Protected Main Street Fund III may be
      exchanged at net asset value for shares of any of the Oppenheimer
      funds. However, shareholders are not permitted to exchange shares of
      other Oppenheimer funds for shares of Oppenheimer Principal Protected
      Main Street Fund III until after the expiration of the warranty period
      (12/16/2011).


      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
Class A 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  measured  from the
beginning  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
beginning  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.

      |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

Dividends  and  Distributions.  The Fund has no fixed  dividend rate and there
can  be  no  assurance  as  to  the  payment  of  any  dividends.   Dividends,
distributions  (if  any)  and  proceeds  of  the  redemption  of  Fund  shares
represented by checks  returned to the Transfer Agent by the Postal Service as
undeliverable  will be  invested in shares of the Fund.  Reinvestment  will be
made as promptly as possible  after the return of such checks to the  Transfer
Agent,  to enable  the  investor  to earn a return on  otherwise  idle  funds.
Unclaimed  accounts may be subject to state escheatment laws, and the Fund and
the   Transfer   Agent   will  not  be   liable  to   shareholders   or  their
representatives for compliance with those laws in good faith.

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.

      |X|   Qualification  as a  Regulated  Investment  Company.  The Fund has
elected to be taxed as a regulated  investment  company under  Subchapter M of
the  Internal  Revenue  Code of 1986,  as amended.  As a regulated  investment
company,  the Fund is not subject to federal  income tax on the portion of its
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 net  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
Fund qualified as a regulated  investment  company in its last fiscal year and
intends to qualify in future years, but reserves the right not to qualify.

      The Internal  Revenue Code contains a number of complex  tests  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  28% of ordinary
income  dividends,  capital  gains  distributions  and  the  proceeds  of  the
redemption of shares,  paid to any shareholder (1) who has failed to provide a
correct,  taxpayer  identification  number or to properly  certify that number
when acquired,  (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).  Any tax withheld by the
Fund is remitted by the U.S.  Treasury  and all income and any tax withheld is
identified in reports  mailed to  shareholders  in January of each year with a
copy sent to the IRS.


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
without  sales  charge at the net asset value per share in effect at the close
of business  on the payable  date of the  dividend or  distribution.  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.  Dividends and/or
distributions  from  shares of certain  other  Oppenheimer  funds  (other than
Oppenheimer  Cash Reserves) 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 is 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 Registered Public Accounting Firm. KPMG LLP is the independent
registered public accounting firm of the Fund. They audit the Fund's
financial statements and perform other related audit services. They also act
as auditors for the Manager and certain other funds advised by the Manager
and its affiliates. Audit and non-audit services provided by KPMG LLP to the
Fund must be pre-approved by the Audit Committee.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2005, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year 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 the standards of the Public Company Accounting Oversight Board (United States). 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, 2005, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Money Market Fund, Inc. as of July 31, 2005, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, ColoradoSeptember
13, 2005

STATEMENT OF INVESTMENTS July 31, 2005

PRINCIPAL VALUE AMOUNT SEE NOTE 1

CERTIFICATES OF DEPOSIT — 16.1%

Barclays Bank plc, New York:

3.19%, 8/12/05 $ 8,000,000 $ 8,000,000 3.245%, 8/26/05 4,000,000 4,000,000 3.34%, 9/14/05 15,000,000 15,000,000 3.36%, 9/16/05 10,000,000 10,000,000

BNP Paribas, NewYork,
3.52%,

10/13/05 30,000,000 30,000,000

Citibank NA:

3.23%, 8/23/05 20,000,000 20,000,000 3.24%, 8/25/05 26,000,000 26,000,000

Deutsche Bank,New
York, 3.51%,

10/11/05 20,000,000 20,000,000

Dexia Credit Local,New
York, 3.19%,

8/12/05 25,000,000 25,000,000

M & I Marshall&
Ilsley Bank,

3.433%, 9/29/05 20,000,000 19,999,675

Nordea Bank Finlandplc,
NY Branch,

3.27%, 9/2/05 20,000,000 20,000,000

Suntrust Bank,

3.38%, 8/31/05 50,000,000 50,000,000

SvenskaHandelsbanken
NY:

3.165%, 8/10/05 10,000,000 10,000,000 3.39%, 9/8/05 21,000,000 21,000,000

Toronto DominionBank,
New York,

3.365%, 9/23/05 20,000,000 20,000,000

Washington MutualBank
FA, 3.19%,

8/11/05 20,000,000 20,000,000

_________________

Total Certificates of Deposit

(Cost $318,999,675) 318,999,675

DIRECT BANK OBLIGATIONS — 17.9%

AB SPINTAB:

3.54%, 10/20/05 25,000,000 24,803,333 3.56%, 10/13/05 25,000,000 24,819,528

Barclays US Funding

Corp., 3.22%, 8/24/05 27,000,000 26,944,455 PRINCIPAL VALUE AMOUNT SEE NOTE 1

DIRECT BANK OBLIGATIONS Continued

Dexia Delaware LLC,

3.515%, 10/13/05 1 $10,670,000 $ 10,593,948

DnB NOR Bank ASA:

3.155%, 8/5/05 15,000,000 14,994,742 3.57%, 10/18/05 8,100,000 8,037,347 3.57%, 10/27/05 20,000,000 19,827,450

Governor & Co. ofthe
Bank of Ireland,

3.22%, 8/23/05 1 13,700,000 13,673,041

HBOS TreasuryServices,
3.435%,

10/3/05 15,000,000 14,909,831

LaSalle Bank NA,

3.26%, 8/17/05 25,000,000 25,000,000

NationwideBuilding
Society:

3.51%, 10/14/05 1 15,000,000 14,891,775 3.56%, 10/25/05 1 17,000,000 16,857,106 3.60%, 10/28/05 1 27,600,000 27,357,120

Nordea NorthAmerica,
Inc.:

3.21%, 8/25/05 22,500,000 22,451,850 3.405%, 9/28/05 14,500,000 14,420,455

SkandinaviskaEnskilda
Banken AB,

3.40%, 9/9/05 1 20,000,000 19,926,333

Societe GeneraleNorth
America,

3.27%, 9/6/05 35,200,000 35,084,896

Standard Federal

Bank, 3.48%, 10/3/05 9,000,000 8,999,922

Westpac TrustSecurities
NZ Ltd.,

3.55%, 10/20/05 12,950,000 12,847,839

_________________

Total Direct Bank Obligations

(Cost $356,440,971) 356,440,971

LETTERS OF CREDIT — 0.5%

Chase Manhattan

Bank, guaranteeing

commercial paper of

NATC California LLC,

3.55%, 10/18/05

(Cost $9,923,083) 10,000,000 9,923,083

11 | OPPENHEIMER MONEY MARKET FUND, INC.

STATEMENT OF INVESTMENTS Continued

PRINCIPAL VALUE AMOUNT SEE NOTE 1

SHORT-TERM NOTES — 65.3%

ASSET-BACKED SECURITIES — 21.4%

Cable Beach, LP,

3.576%, 10/14/05 1 $17,000,000 $ 16,875,039

FCAR Owner Trust I,

3.37%, 9/19/05 13,725,000 13,662,044

FCAR Owner Trust II:

3.39%, 9/14/05 17,000,000 16,929,563 3.53%, 10/6/05 15,000,000 14,902,925

Gemini Securitization

Corp., 3.27%, 8/19/05 1 15,000,000 14,975,475

Gotham Funding Corp.:

3.33%, 8/1/05 1 2,000,000 2,000,000 3.33%, 8/2/05 1 30,745,000 30,742,158 3.45%, 9/19/05 1 2,600,000 2,587,791

GOVCO, Inc.:

3.19%, 8/18/05 1 16,000,000 15,975,898 3.30%, 8/1/05 1 33,500,000 33,500,000 3.60%, 10/28/05 1 10,000,000 9,912,000

Lexington ParkerCapital
Co. LLC:

3.17%, 8/8/05 1 7,500,000 7,495,377 3.18%, 8/10/05 1 15,000,000 14,988,075 3.225%, 8/22/05 1 1,810,000 1,806,595 3.48%, 10/6/05 1 17,679,000 17,565,236

Neptune FundingCorp.:

3.42%, 9/20/05 1 20,000,000 19,905,000 3.46%, 9/1/05 1 11,129,000 11,097,375 3.60%, 10/17/05 1 15,000,000 14,884,500

New Center Asset

Trust, 3.27%, 8/24/05 25,000,000 24,947,931

Regency MarketsNo.
1 LLC, 3.22%,

8/15/05 1 48,000,000 47,939,893

Solitaire Funding LLC:

3.34%, 9/16/05 1 10,000,000 9,957,322 3.35%, 9/8/05 1 26,970,000 26,874,631

Thornburg MortgageCapital
Resources:

3.33%, 8/19/05 1 15,000,000 14,975,025 3.445%, 8/22/05 1 10,000,000 9,979,904 PRINCIPAL VALUE AMOUNT SEE NOTE 1

ASSET-BACKED SECURITIES Continued

Victory Receivables Corp.:

3.155%, 8/5/05 1 $15,000,000 $ 14,994,742 3.31%, 8/11/05 1 12,798,000 12,786,233 3.38%, 9/21/05 1 3,760,000 3,741,996

_________________

426,002,728

BEVERAGES — 0.4%

Beverage South LLC,Series
2004, 3.53%,

8/4/05 2 6,900,000 6,900,000

CAPITAL MARKETS — 12.7%

Banc of AmericaSecurities
LLC,

3.35%, 8/1/05 2 50,000,000 50,000,000

Bear Stearns Cos., Inc.:

3.15%, 8/8/05 5,000,000 4,996,938 3.40%, 9/26/05 30,000,000 29,841,956 3.55%, 10/17/05 17,000,000 16,870,918

Citigroup GlobalMarkets
Holdings,

Inc., 3.13%, 8/3/05 30,000,000 29,994,783

First Clearing LLC,

3.44%, 3/6/06 2 24,750,000 24,750,000

Goldman SachsGroup,
Inc.:

3.38%, 10/31/05 2,3 20,000,000 20,000,000 3.39%, 8/6/05 2,3 20,000,000 20,000,000

Lehman Brothers,Inc.,
3.375%,

12/15/05 2 35,000,000 35,000,000

Morgan Stanley,

3.28%, 8/18/05 20,000,000 19,969,022

_________________

251,423,617

COMMERCIAL BANKS — 2.6% Bank of America Corp.:

3.54%, 10/19/05 11,000,000 10,914,548 3.59%, 10/24/05 40,000,000 39,664,933

_________________

50,579,481

12 | OPPENHEIMER MONEY MARKET FUND, INC.

PRINCIPAL VALUE AMOUNT SEE NOTE 1

CONSTRUCTION MATERIALS — 0.3%

Mississippi BusinessFinance
Corp. RevenueBonds,
ShuqualakLumber
Project,Series
2003, 3.53%,

8/4/05 2 $ 2,800,000 $ 2,800,000

Warrior RoofingManufacturing
ofGeorgia
LLC, Series

2004, 3.58%, 8/4/05 2 4,000,000 4,000,000

_________________

6,800,000

CONSUMER FINANCE — 2.5%

American ExpressCredit
Corp.,

3.15%, 8/8/05 50,000,000 49,969,375

DIVERSIFIED FINANCIAL SERVICES — 5.6%

General ElectricCapital
Corp.:

3.38%, 9/26/05 20,000,000 19,894,844 3.58%, 10/26/05 28,800,000 28,553,696

General ElectricCapital
Services,

3.36%, 9/19/05 15,000,000 14,931,400

HSBC Finance Corp.,

3.35%, 9/16/05 35,000,000 34,850,181

Prudential Funding

LLC, 3.39%, 9/22/05 12,410,000 12,349,232

_________________

110,579,353

ELECTRIC UTILITIES — 0.5%

AL Incentives FinanceAuthority
SpecialObligation
Bonds,

Series 1999-C,

3.53%, 8/4/05 2 9,355,000 9,355,000

ENERGY EQUIPMENT & SERVICES — 0.1%

Mississippi BusinessFinance
Corp.Revenue
Bonds,Signal
InternationalLLC
Project, Series

2004, 3.53%, 8/1/05 2 1,300,000 1,300,000 PRINCIPAL VALUE AMOUNT SEE NOTE 1

ENERGY EQUIPMENT & SERVICES Continued

Mississippi BusinessFinance
Corp. RevenueBonds,
SignalInternational
LLCProject,
Series 2004,

3.53%, 8/1/05 2 $ 1,400,000 $ 1,400,000

_________________

2,700,000

FOOD PRODUCTS — 0.2% Beaver Cnty., UT, Environmental Facility Revenue Bonds, BEST Bio Fuels LLC Project, Series 2003B, 3.81%, 8/1/05 2 3,465,000 3,465,000 — — — — — — — — — — — — — — — — — — — —

INSURANCE — 5.8%

ING AmericaInsurance
Holdings,Inc.:

3.27%, 9/1/05 5,000,000 4,985,921 3.30%, 9/7/05 10,000,000 9,966,083 3.35%, 9/13/05 10,000,000 9,959,986 3.515%, 10/13/05 1,400,000 1,390,021

Jackson National LifeGlobal
Funding,Series
2004-6, 3.428%,

8/15/05 2,3 17,500,000 17,500,000

Jackson NationalLife
Insurance Co.,

3.35%, 8/1/05 2 2,000,000 2,000,000

Metropolitan LifeGlobal
Funding I,Series
2003-5,

3.428%, 8/15/05 2,3 18,000,000 18,000,000

Prudential InsuranceCo.
of America,

3.37%, 8/1/05 2 22,000,000 22,000,000

Security Life ofDenver
Insurance

Co., 3.58%, 8/23/05 2 20,000,000 20,000,000

United of OmahaLife
Insurance Co.,

3.44%, 8/1/05 2,3 10,000,000 10,000,000

_________________

115,802,011

13 | OPPENHEIMER MONEY MARKET FUND, INC.

STATEMENT OF INVESTMENTS Continued

PRINCIPAL VALUE AMOUNT SEE NOTE 1

LEASING & FACTORING — 2.9%

American HondaFinance
Corp.,

3.16%, 8/10/05 $ 20,600,00 $ 20,583,726

Toyota Motor Credit Corp.:

3.25%, 8/9/05 22,800,000 22,783,533 3.36%, 9/22/05 15,000,000 14,927,200

_________________

58,294,459

METALS & MINING--0.4% AL Industrial Development Authority Revenue Bonds, Simcala, Inc. Project, Series 1995, 3.53%, 8/4/05 2 5,825,000 5,825,000

Wheland FoundryLLC,
Series 2003,

3.58%, 8/4/05 2 2,970,000 2,970,000

_________________

8,795,000

SPECIAL PURPOSE FINANCIAL — 9.9% K2 (USA) LLC:

3.30%, 9/13/05 1 5,000,000 4,980,292 3.38%, 8/22/05 2,4 10,000,000 9,998,586 3.45%, 9/30/05 1 10,000,000 9,942,500 3.45%, 10/5/05 1 25,000,000 24,844,271

LINKS Finance LLC:

3.38%, 9/21/05 1 10,000,000 9,952,117 3.44%, 10/31/05 2,4 25,000,000 24,998,140 3.58%, 10/27/05 1 10,000,000 9,913,483

Parkland (USA) LLC,

3.389%, 8/18/05 2,4 5,000,000 4,999,767

RACERS Trust, Series

2004-6-MM, 3.438%,

8/22/05 2 15,000,000 15,000,000

Sigma Finance, Inc.:

3.16%, 8/9/05 1 7,854,000 7,848,450 3.17%, 8/4/05 1 18,000,000 17,995,245 3.338%, 12/15/05 2,4 22,100,000 22,097,621 3.338%, 12/16/05 2,4 10,000,000 9,998,871

Steamboat Funding Corp.,

3.36%, 8/10/05 1 9,400,000 9,392,105 PRINCIPAL VALUE AMOUNT SEE NOTE 1

SPECIAL PURPOSE FINANCIAL Continued

Wind Master TrustNts.,
Series 2005-I-1,

3.46%, 8/25/05 2,3 $15,000,000 $ 15,000,000

_________________

196,961,448

_________________

Total Short-Term Notes

(Cost $1,297,627,472) 1,297,627,472

TOTAL INVESTMENTS,AT
VALUE

(COST $1,982,991,201) 99.8% 1,982,991,201

OTHER ASSETS

NET OF LIABILITIES 0.2 4,806,731 NET ASSETS 100.0% $1,987,797,932

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 SHOWN IS THE DISCOUNT RATE RECEIVED BY THE FUND AT THE TIME OF PURCHASE. OTHER SECURITIES NORMALLY BEAR INTEREST AT THE RATES SHOWN.

1.     Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $553,728,051, or 27.86% of the Fund’s net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Directors.

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

3.     Illiquid security. The aggregate value of illiquid securities as of July 31, 2005 was $100,500,000, which represents 5.06% of the Fund’s net assets. 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 $72,092,985 or 3.63% of the Fund’s net assets as of July 31, 2005.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

14 | OPPENHEIMER MONEY MARKET FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES July 31, 2005

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

ASSETS
--------------------------------------------------------------------------------------------------------
Investments, at value (cost $1,982,991,201)--see accompanying statement of investments    $1,982,991,201
--------------------------------------------------------------------------------------------------------
Cash                                                                                           6,788,081
--------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of capital stock sold                                                                   4,829,888
Interest                                                                                       2,396,953
Other                                                                                            109,374
                                                                                          --------------
Total assets                                                                               1,997,115,497

--------------------------------------------------------------------------------------------------------
LIABILITIES
--------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Shares of capital stock redeemed                                                               6,252,481
Dividends                                                                                      2,041,064
Directors' compensation                                                                          403,537
Transfer and shareholder servicing agent fees                                                    308,632
Shareholder communications                                                                       212,275
Other                                                                                             99,576
                                                                                          --------------
Total liabilities                                                                              9,317,565

--------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                $1,987,797,932
                                                                                          ==============

--------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
--------------------------------------------------------------------------------------------------------
Par value of shares of capital stock                                                      $  198,767,818
--------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                 1,788,975,365
--------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments                                                      54,749
                                                                                          --------------
NET ASSETS                                                                                $1,987,797,932
                                                                                          ==============

--------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
--------------------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,962,574,499
and 1,962,455,390 shares of capital stock outstanding)                                    $         1.00
--------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of
$25,223,433 and 25,222,789 shares of capital stock outstanding)                           $         1.00

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

15 | OPPENHEIMER MONEY MARKET FUND, INC.

STATEMENT OF OPERATIONS For the Year Ended July 31, 2005 — — — — — — — — — — — — — — — — — — — —

INVESTMENT INCOME

Interest $ 45,677,102

EXPENSES

Management fees 7,781,528

Transfer and shareholder servicing agent fees:

Class A 3,513,181 Class Y 19,797

Shareholder communications:

Class A 486,250 Class Y 10 Directors' compensation 49,537 Custodian fees and expenses 29,458 Other 234,265

_________________

Total expenses 12,114,026 Less reduction to custodian expenses (8,011)

_________________

Net expenses 12,106,015 NET INVESTMENT INCOME 33,571,087 NET REALIZED GAIN ON INVESTMENTS 54,749 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 33,625,836

_________________

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

16 | OPPENHEIMER MONEY MARKET FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS

YEAR ENDED JULY 31,                                                                2005                2004
------------------------------------------------------------------------------------------------------------

OPERATIONS
------------------------------------------------------------------------------------------------------------
Net investment income                                                   $    33,571,087     $     7,787,211
------------------------------------------------------------------------------------------------------------
Net realized gain                                                                54,749               2,788
                                                                        ------------------------------------
Net increase in net assets resulting from operations                         33,625,836           7,789,999

------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
------------------------------------------------------------------------------------------------------------
Dividends from net investment income:
Class A                                                                     (33,138,180)         (7,787,211)
Class Y                                                                        (435,695)                 --

------------------------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from capital
stock transactions:
Class A                                                                     165,474,199        (158,321,330)
Class Y                                                                      25,222,789                  --

------------------------------------------------------------------------------------------------------------
NET ASSETS
------------------------------------------------------------------------------------------------------------
Total increase (decrease)                                                   190,748,949        (158,318,542)
------------------------------------------------------------------------------------------------------------
Beginning of period                                                       1,797,048,983       1,955,367,525
                                                                        ------------------------------------
End of period                                                           $ 1,987,797,932     $ 1,797,048,983
                                                                        ====================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

17 | OPPENHEIMER MONEY MARKET FUND, INC.

FINANCIAL HIGHLIGHTS

CLASS A YEAR ENDED JULY 31,                               2005          2004          2003          2002          2001
------------------------------------------------------------------------------------------------------------------------

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 1          -- 2         .01           .02           .05
------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                      (.02)           -- 2        (.01)         (.02)         (.05)
Distributions from net realized gain                        --            --            -- 2          -- 2          --
                                                   ---------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                           (.02)           -- 2        (.01)         (.02)         (.05)
------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                     $      1.00   $      1.00   $      1.00   $      1.00   $      1.00
                                                   =====================================================================

------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 3                                            1.80%         0.43%         0.84%         1.88%         5.32%
------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)           $ 1,962,575   $ 1,797,049   $ 1,955,368   $ 2,093,484   $ 2,128,047
------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                  $ 1,856,740   $ 1,808,266   $ 2,014,466   $ 2,005,530   $ 1,968,128
------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                     1.78%         0.43%         0.83%         1.88%         5.14%
Total expenses                                            0.65%         0.73%         0.72%         0.79%         0.68%
Expenses after payments and waivers and
reduction to custodian expenses                            N/A 5        0.72%          N/A 5        0.63%          N/A 5

1.     Per share amounts calculated based on the average shares outstanding during the period.

2.     Less than $0.005 per share.

3.     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. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

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

5.     Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18 | OPPENHEIMER MONEY MARKET FUND, INC.

CLASS Y PERIOD ENDED JULY 31,                                                        2005 1
---------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------
Net asset value, beginning of period                                               $   1.00
---------------------------------------------------------------------------------------------
Income from investment operations-net investment income and net realized gain           .02 2
---------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                                                   (.02)
Distributions from net realized gain                                                     --
                                                                                   ----------
Total dividends and/or distributions to shareholders                                   (.02)
---------------------------------------------------------------------------------------------
Net asset value, end of period                                                     $   1.00
                                                                                   ==========

---------------------------------------------------------------------------------------------
TOTAL RETURN 3                                                                         1.85%
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)                                           $ 25,223
---------------------------------------------------------------------------------------------
Average net assets (in thousands)                                                  $ 22,892
---------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income                                                                  2.05%
Total expenses                                                                         0.52%
Expenses after payments and waivers and reduction to custodian expenses                 N/A 5

1.     For the period from August 27, 2004 (inception of offering) to July 31, 2005.

2.     Per share amounts calculated based on the average shares outstanding during the period.

3.     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. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

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

5.     Reduction to custodian expenses less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

19 | OPPENHEIMER MONEY MARKET FUND, INC.

NOTES TO FINANCIAL STATEMENTS

1.     SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer Money Market Fund, Inc. (the Fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund’s investment objective is to seek the maximum current income that is consistent with stability of principal. The Fund’s investment advisor is OppenheimerFunds, Inc. (the Manager).

        The Fund offers Class A and Class Y shares. Class A shares are sold at their offering price, which is the net asset value per share without any initial sales charge. Class Y shares are sold to certain institutional investors without a front-end sales charge. Both classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class.

        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.

ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

FEDERAL TAXES. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income to shareholders, therefore, no federal income or excise tax provision is required.

The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years for federal income tax purposes.

UNDISTRIBUTED NET UNDISTRIBUTED ACCUMULATED LOSS INVESTMENT INCOME LONG-TERM GAIN CARRYFORWARD 1,2 $2,377,177 $-- $--

1.     During the fiscal year ended July 31, 2005, the Fund did not utilize any capital loss carryforward.

2.     During the fiscal year ended July 31, 2004, the Fund did not utilize any capital loss carryforward.

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

20 | OPPENHEIMER MONEY MARKET FUND, INC.

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. Accordingly, the following amounts have been reclassified for July 31, 2005. Net assets of the Fund were unaffected by the reclassifications.

REDUCTION TO REDUCTION TO ACCUMULATED ACCUMULATED NET NET INVESTMENT REALIZED GAIN LOSS ON INVESTMENTS $ 2,788 $ 2,788

The tax character of distributions paid during the years ended July 31, 2005 and July 31, 2004 was as follows:

YEAR ENDED YEAR ENDED JULY 31, 2005 JULY 31, 2004

      Distributions paid from:

Ordinary income $ 33,573,875 $ 7,787,211

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, 2005, the Fund’s projected benefit obligations were decreased by $316 and payments of $25,939 were made to retired directors, resulting in an accumulated liability of $356,235 as of July 31, 2005.

        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 the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Director under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Director. The Fund purchases shares of the funds selected for deferral by the Director in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. 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. Amounts will be deferred until distributed in accordance to the Plan.

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. Income distributions, if any, are declared daily and paid monthly. Capital gain distributions, if any, are declared and paid annually but may be paid at other times to maintain the net asset value per share at $1.00.

CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed

21 | OPPENHEIMER MONEY MARKET FUND, INC.

NOTES TO FINANCIAL STATEMENTS Continued

1.     SIGNIFICANT ACCOUNTING POLICIES Continued

trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts at a rate equal to the Federal Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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 U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

2.     SHARES OF CAPITAL STOCK

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

                                       YEAR ENDED JULY 31, 2005 1                  YEAR ENDED JULY 31, 2004
                                      SHARES               AMOUNT               SHARES               AMOUNT
------------------------------------------------------------------------------------------------------------

CLASS A
Sold                           2,901,110,299      $ 2,901,110,299        2,854,348,310      $ 2,854,348,310
Dividends and/or
distributions reinvested          30,377,215           30,377,215            7,233,743            7,233,743
Redeemed                      (2,766,013,315)      (2,766,013,315)      (3,019,903,383)      (3,019,903,383)
                              ------------------------------------------------------------------------------
Net increase (decrease)          165,474,199      $   165,474,199         (158,321,330)     $  (158,321,330)
                              ==============================================================================

------------------------------------------------------------------------------------------------------------
CLASS Y
Sold                              62,684,594      $    62,684,594                   --      $            --
Dividends and/or
distributions reinvested             392,058              392,058                   --                   --
Redeemed                         (37,853,863)         (37,853,863)                  --                   --
                              ------------------------------------------------------------------------------
Net increase                      25,222,789      $    25,222,789                   --      $            --
                              ==============================================================================

1.     For the year ended July 31, 2005 for Class A shares and for the period from August 27, 2004 (inception of offering) to July 31, 2005 for Class Y shares.

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 at an annual rate of 0.45% of the first $500 million of aggregate net assets, 0.425% of the next $500 million of net assets, 0.40% of the next $500 million of net assets, 0.375% of the next $1.5 billion of net assets, and 0.35% of average annual net assets in excess of $3.0 billion.

22 | OPPENHEIMER MONEY MARKET FUND, INC.

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 per account fee. For the year ended July 31, 2005, the Fund paid $3,565,951 to OFS for services to the Fund.

        Additionally, Class Y shares are subject to minimum fees of $10,000 per annum for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

SALES CHARGES. Contingent deferred sales charges (CDSC) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The CDSC retained by the Distributor on the redemption of shares is shown in the table below for the period indicated.

      CLASS A

      CONTINGENT

      DEFERRED SALESCHARGES
RETAINED

YEAR ENDED BY DISTRIBUTOR July 31, 2005 $7,312

WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn at any time.

4.     ILLIQUID SECURITIES

As of July 31, 2005, 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 will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with the applicable footnote on the Statement of Investments.

5.     LITIGATION

A consolidated amended complaint has been filed as putative derivative and class actions against the Manager, OFS and the Distributor, as well as 51 of the Oppenheimer funds (as “Nominal Defendants”) excluding the Fund, 30 present and former Directors or Trustees and 8 present and former officers of the funds. This complaint, initially filed in the U.S. District Court for the Southern District of New York on January 10, 2005, and amended on March 4, 2005, consolidates into a single action and amends six individual previously filed putative derivative and class action complaints. Like those prior complaints, the complaint alleges that the Manager charged excessive fees for distribution and other costs, improperly used assets of the funds in the form of directed brokerage commissions and 12b-1 fees to pay brokers to promote sales of the funds, and failed to properly disclose the use of assets of the funds to make those payments in violation of the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Also, like those prior complaints, the complaint further alleges that by permitting and/or participating in those actions, the Directors/Trustees and the Officers breached their fiduciary duties to shareholders of the funds under the Investment Company Act of 1940 and at common law. The complaint seeks unspecified compensatory and punitive damages, rescission of the funds’ investment advisory agreements, an accounting of all fees paid, and an award of attorneys’ fees and litigation expenses.

23 | OPPENHEIMER MONEY MARKET FUND, INC.

NOTES TO FINANCIAL STATEMENTS Continued

5.     LITIGATION Continued

        The defendants believe that the allegations contained in the Complaints are without merit and that they have meritorious defenses against the claims asserted. The defendants intend to defend these lawsuits vigorously and to contest any claimed liability. The defendants believe that it is premature to render any opinion as to the likelihood of an outcome unfavorable to them and that no estimate can yet be made with any degree of certainty as to the amount or range of any potential loss.

24 | OPPENHEIMER MONEY MARKET FUND, INC.

                                     A-4
                                  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  structure  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 Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("Standard and Poor's")

The following  ratings by Standard and Poor's for commercial paper (defined by
Standard  and Poor's 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.

Standard and Poor's ratings for Municipal Notes due in three years or less:

SP-1:  Strong capacity to pay principal and interest.  An issue  determined to
possess 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.

Standard and Poor's  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,  Standard  and Poor's note rating  symbols are used with the  commercial
paper symbols (for example, "SP-1+/A-1+").


Fitch, Inc. ("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.





Dominion Bond Rating Service Limited ("DBRS")

R-1: Short term debt rated "R-1 (high)" is of the highest credit quality,  and
indicates  an entity which  possesses  unquestioned  ability to repay  current
liabilities  as they  fall  due.  Entities  rated  in this  category  normally
maintain   strong   liquidity   positions,   conservative   debt   levels  and
profitability  which is both stable and above average.  Companies achieving an
"R-1  (high)"  rating are  normally  leaders in  structurally  sound  industry
segments with proven track records,  sustainable  positive  future results and
no  substantial   qualifying  negative  factors.  Given  the  extremely  tough
definition  which DBRS has established  for an "R-1 (high)",  few entities are
strong enough to achieve this rating.  Short term debt rated "R-1 (middle)" is
of  superior  credit  quality  and, in most  cases,  ratings in this  category
differ from "R-1 (high)"  credits to only a small degree.  Given the extremely
tough  definition  which  DBRS has for the "R-1  (high)"  category  (which few
companies  are  able to  achieve),  entities  rated  "R-1  (middle)"  are also
considered strong credits which typically  exemplify above average strength in
key areas of  consideration  for debt  protection.  Short term debt rated "R-1
(low)" is of  satisfactory  credit quality.  The overall  strength and outlook
for key liquidity,  debt and profitability ratios is not normally as favorable
as  with  higher  rating  categories,   but  these  considerations  are  still
respectable.  Any  qualifying  negative  factors  which  exist are  considered
manageable,  and the  entity  is  normally  of  sufficient  size to have  some
influence in its industry.

R-2: Short term debt rated "R-2" is of adequate  credit quality and within the
three subset grades (high,  middle,  low), debt protection  ranges from having
reasonable  ability for timely  repayment to a level which is considered  only
just  adequate.  The  liquidity  and debt  ratios  of  entities  in the  "R-2"
classification are not as strong as those in the "R-1" category,  and the past
and future  trend may suggest  some risk of  maintaining  the  strength of key
ratios  in  these  areas.   Alternative   sources  of  liquidity  support  are
considered  satisfactory;  however,  even the strongest liquidity support will
not improve the commercial paper rating of the issuer.  The size of the entity
may restrict  its  flexibility,  and its relative  position in the industry is
not typically as strong as the "R-1 credit".  Profitability  trends,  past and
future,  may be less  favorable,  earnings not as stable,  and there are often
negative  qualifying  factors  present  which  could also make the entity more
vulnerable to adverse changes in financial and economic conditions.

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

Bonds (including municipal bonds) are rated as follows:

Aaa:  Judged  to be the best  quality.  They  carry  the  smallest  degree  of
investment  risk  and are  generally  referred  to as "gilt  edged."  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 and Poor's

Bonds  (including  municipal  bonds maturing  beyond three years) are rated as
follows:

AAA: Bonds rated "AAA" have the highest rating  assigned by Standard & Poor's.
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

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








                                  Appendix C



        OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class
A shares(1) of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.(2)  That
is because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors.

Not all waivers apply to all funds. For example, waivers relating to
Retirement Plans do not apply to Oppenheimer municipal funds, because shares
of those funds are not available for purchase by or on behalf of retirement
plans. Other waivers apply only to shareholders of certain funds.

For the purposes of some of the waivers described below and in the Prospectus
and Statement of Additional Information of the applicable Oppenheimer funds,
the term "Retirement Plan" refers to the following types of plans:
         1) plans qualified under Sections 401(a) or 401(k) of the Internal
            Revenue Code,
         2) non-qualified deferred compensation plans,
         3) employee benefit plans(3)
         4) Group Retirement Plans(4)
         5) 403(b)(7) custodial plan accounts
         6) Individual Retirement Accounts ("IRAs"), including traditional
            IRAs, Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

The interpretation of these provisions as to the applicability of a special
arrangement or waiver in a particular case is in the sole discretion of the
Distributor or the transfer agent (referred to in this document as the
"Transfer Agent") of the particular Oppenheimer fund. These waivers and
special arrangements may be amended or terminated at any time by a particular
fund, the Distributor, and/or OppenheimerFunds, Inc. (referred to in this
document as the "Manager").

Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.
I.     Applicability of Class A Contingent Deferred Sales Charges in Certain
                                      Cases
------------------------------------------------------------------------------

Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred
Sales Charge (unless a waiver applies).

      There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of Oppenheimer Rochester National
Municipals and Rochester Fund Municipals) of the beginning of the calendar
month of their purchase, as described in the Prospectus (unless a waiver
described elsewhere in this Appendix applies to the redemption).
Additionally, on shares purchased under these waivers that are subject to the
Class A contingent deferred sales charge, the Distributor will pay the
applicable concession described in the Prospectus under "Class A Contingent
Deferred Sales Charge."(5) This waiver provision applies to:
|_|   Purchases of Class A shares aggregating $1 million or more.
|_|   Purchases of Class A shares by a Retirement Plan that was permitted to
         purchase such shares at net asset value but subject to a contingent
         deferred sales charge prior to March 1, 2001. That included plans
         (other than IRA or 403(b)(7) Custodial Plans) that: 1) bought shares
         costing $500,000 or more, 2) had at the time of purchase 100 or more
         eligible employees or total plan assets of $500,000 or more, or 3)
         certified to the Distributor that it projects to have annual plan
         purchases of $200,000 or more.
|_|   Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the
         purchases are made:
|X|   1)    through a broker, dealer, bank or registered investment adviser
            that has made special arrangements with the Distributor for those
            purchases, or
|X|   2)    by a direct rollover of a distribution from a qualified
            Retirement Plan if the administrator of that Plan has made
            special arrangements with the Distributor for those purchases.
|_|   Purchases of Class A shares by Retirement Plans that have any of the
         following record-keeping arrangements:
|X|   1)    The record keeping is performed by Merrill Lynch Pierce Fenner &
            Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
            Retirement Plan. On the date the plan sponsor signs the
            record-keeping service agreement with Merrill Lynch, the Plan
            must have $3 million or more of its assets invested in (a) mutual
            funds, other than those advised or managed by Merrill Lynch
            Investment Management, L.P. ("MLIM"), that are made available
            under a Service Agreement between Merrill Lynch and the mutual
            fund's principal underwriter or distributor, and  (b)  funds
            advised or managed by MLIM (the funds described in (a) and (b)
            are referred to as "Applicable Investments").
|X|   2)    The record keeping for the Retirement Plan is performed on a
            daily valuation basis by a record keeper whose services are
            provided under a contract or arrangement between the Retirement
            Plan and Merrill Lynch. On the date the plan sponsor signs the
            record keeping service agreement with Merrill Lynch, the Plan
            must have $3 million or more of its assets (excluding assets
            invested in money market funds) invested in Applicable
            Investments.
|X|   3)    The record keeping for a Retirement Plan is handled under a
            service agreement with Merrill Lynch and on the date the plan
            sponsor signs that agreement, the Plan has 500 or more eligible
            employees (as determined by the Merrill Lynch plan conversion
            manager).
II.








            Waivers of Class A Sales Charges of Oppenheimer Funds

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


A. Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers.

Class A shares purchased by the following investors are not subject to any
Class A sales charges (and no concessions are paid by the Distributor on such
purchases):
|_|   The Manager or its affiliates.
|_|   Present or former officers, directors, trustees and employees (and
         their "immediate families") of the Fund, the Manager and its
         affiliates, and retirement plans established by them for their
         employees. The term "immediate family" refers to one's spouse,
         children, grandchildren, grandparents, parents, parents-in-law,
         brothers and sisters, sons- and daughters-in-law, a sibling's
         spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
         relatives by virtue of a remarriage (step-children, step-parents,
         etc.) are included.
|_|   Registered management investment companies, or separate accounts of
         insurance companies having an agreement with the Manager or the
         Distributor for that purpose.
|_|   Dealers or brokers that have a sales agreement with the Distributor, if
         they purchase shares for their own accounts or for retirement plans
         for their employees.
|_|   Employees and registered representatives (and their spouses) of dealers
         or brokers described above or financial institutions that have
         entered into sales arrangements with such dealers or brokers (and
         which are identified as such to the Distributor) or with the
         Distributor. The purchaser must certify to the Distributor at the
         time of purchase that the purchase is for the purchaser's own
         account (or for the benefit of such employee's spouse or minor
         children).
|_|   Dealers, brokers, banks or registered investment advisors that have
         entered into an agreement with the Distributor providing
         specifically for the use of shares of the Fund in particular
         investment products made available to their clients. Those clients
         may be charged a transaction fee by their dealer, broker, bank or
         advisor for the purchase or sale of Fund shares.
|_|   Investment advisors and financial planners who have entered into an
         agreement for this purpose with the Distributor and who charge an
         advisory, consulting or other fee for their services and buy shares
         for their own accounts or the accounts of their clients.
|_|   "Rabbi trusts" that buy shares for their own accounts, if the purchases
         are made through a broker or agent or other financial intermediary
         that has made special arrangements with the Distributor for those
         purchases.
|_|   Clients of investment advisors or financial planners (that have entered
         into an agreement for this purpose with the Distributor) who buy
         shares for their own accounts may also purchase shares without sales
         charge but only if their accounts are linked to a master account of
         their investment advisor or financial planner on the books and
         records of the broker, agent or financial intermediary with which
         the Distributor has made such special arrangements . Each of these
         investors may be charged a fee by the broker, agent or financial
         intermediary for purchasing shares.
|_|   Directors, trustees, officers or full-time employees of OpCap Advisors
         or its affiliates, their relatives or any trust, pension, profit
         sharing or other benefit plan which beneficially owns shares for
         those persons.
|_|   Accounts for which Oppenheimer Capital (or its successor) is the
         investment advisor (the Distributor must be advised of this
         arrangement) and persons who are directors or trustees of the
         company or trust which is the beneficial owner of such accounts.
|_|   A unit investment trust that has entered into an appropriate agreement
         with the Distributor.
|_|   Dealers, brokers, banks, or registered investment advisers that have
         entered into an agreement with the Distributor to sell shares to
         defined contribution employee retirement plans for which the dealer,
         broker or investment adviser provides administration services.
|_|   Retirement Plans and deferred compensation plans and trusts used to
         fund those plans (including, for example, plans qualified or created
         under sections 401(a), 401(k), 403(b) or 457 of the Internal Revenue
         Code), in each case if those purchases are made through a broker,
         agent or other financial intermediary that has made special
         arrangements with the Distributor for those purchases.
|_|   A TRAC-2000 401(k) plan (sponsored by the former Quest for Value
         Advisors) whose Class B or Class C shares of a Former Quest for
         Value Fund were exchanged for Class A shares of that Fund due to the
         termination of the Class B and Class C TRAC-2000 program on November
         24, 1995.
|_|   A qualified Retirement Plan that had agreed with the former Quest for
         Value Advisors to purchase shares of any of the Former Quest for
         Value Funds at net asset value, with such shares to be held through
         DCXchange, a sub-transfer agency mutual fund clearinghouse, if that
         arrangement was consummated and share purchases commenced by
         December 31, 1996.

B. Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions.

Class A shares issued or purchased in the following transactions are not
subject to sales charges (and no concessions are paid by the Distributor on
such purchases):
|_|   Shares issued in plans of reorganization, such as mergers, asset
         acquisitions and exchange offers, to which the Fund is a party.
|_|   Shares purchased by the reinvestment of dividends or other
         distributions reinvested from the Fund or other Oppenheimer funds
         (other than Oppenheimer Cash Reserves) or unit investment trusts for
         which reinvestment arrangements have been made with the Distributor.
|_|   Shares purchased by the reinvestment of loan repayments by a
         participant in a Retirement Plan for which the Manager or an
         affiliate acts as sponsor.
|_|   Shares purchased in amounts of less than $5.


C. Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions.

The Class A contingent deferred sales charge is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
|_|   To make Automatic Withdrawal Plan payments that are limited annually to
         no more than 12% of the account value adjusted annually.
|_|   Involuntary redemptions of shares by operation of law or involuntary
         redemptions of small accounts (please refer to "Shareholder Account
         Rules and Policies," in the applicable fund Prospectus).
|_|   For distributions from Retirement Plans, deferred compensation plans or
         other employee benefit plans for any of the following purposes:
|X|   1)    Following the death or disability (as defined in the Internal
            Revenue Code) of the participant or beneficiary. The death or
            disability must occur after the participant's account was
            established.
|X|   2)    To return excess contributions.
|X|   3)    To return contributions made due to a mistake of fact.
4)    Hardship withdrawals, as defined in the plan.(6)
|X|   5)    Under a Qualified Domestic Relations Order, as defined in the
            Internal Revenue Code, or, in the case of an IRA, a divorce or
            separation agreement described in Section 71(b) of the Internal
            Revenue Code.
|X|   6)    To meet the minimum distribution requirements of the Internal
            Revenue Code.
|X|   7)    To make "substantially equal periodic payments" as described in
            Section 72(t) of the Internal Revenue Code.
|X|   8)    For loans to participants or beneficiaries.
|X|   9)    Separation from service.(7)
|X|   10)   Participant-directed redemptions to purchase shares of a mutual
            fund (other than a fund managed by the Manager or a subsidiary of
            the Manager) if the plan has made special arrangements with the
            Distributor.
|X|   11)   Plan termination or "in-service distributions," if the redemption
            proceeds are rolled over directly to an
            OppenheimerFunds-sponsored IRA.
|_|   For distributions from 401(k) plans sponsored by broker-dealers that
         have entered into a special agreement with the Distributor allowing
         this waiver.
|_|   For distributions from retirement plans that have $10 million or more
         in plan assets and that have entered into a special agreement with
         the Distributor.
|_|   For distributions from retirement plans which are part of a retirement
         plan product or platform offered by certain banks, broker-dealers,
         financial advisors, insurance companies or record keepers which have
         entered into a special agreement with the Distributor.
III.    Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer
                                         Funds
---------------------------------------------------------------------------------

The Class B, Class C and Class N contingent deferred sales charges will not
be applied to shares purchased in certain types of transactions or redeemed
in certain circumstances described below.

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
|_|   Shares redeemed involuntarily, as described in "Shareholder Account
         Rules and Policies," in the applicable Prospectus.
|_|   Redemptions from accounts other than Retirement Plans following the
         death or disability of the last surviving shareholder. The death or
         disability must have occurred after the account was established, and
         for disability you must provide evidence of a determination of
         disability by the Social Security Administration.
|_|   The contingent deferred sales charges are generally not waived
         following the death or disability of a grantor or trustee for a
         trust account. The contingent deferred sales charges will only be
         waived in the limited case of the death of the trustee of a grantor
         trust or revocable living trust for which the trustee is also the
         sole beneficiary. The death or disability must have occurred after
         the account was established, and for disability you must provide
         evidence of a determination of disability by the Social Security
         Administration.
|_|   Distributions from accounts for which the broker-dealer of record has
         entered into a special agreement with the Distributor allowing this
         waiver.
|_|   Redemptions of Class B shares held by Retirement Plans whose records
         are maintained on a daily valuation basis by Merrill Lynch or an
         independent record keeper under a contract with Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
         accounts of clients of financial institutions that have entered into
         a special arrangement with the Distributor for this purpose.
|_|   Redemptions of Class C shares of an Oppenheimer fund in amounts of $1
         million or more requested in writing by a Retirement Plan sponsor
         and submitted more than 12 months after the Retirement Plan's first
         purchase of Class C shares, if the redemption proceeds are invested
         to purchase Class N shares of one or more Oppenheimer funds.
|_|   Distributions(8) from Retirement Plans or other employee benefit plans
         for any of the following purposes:
|X|   1)    Following the death or disability (as defined in the Internal
            Revenue Code) of the participant or beneficiary. The death or
            disability must occur after the participant's account was
            established in an Oppenheimer fund.
|X|   2)    To return excess contributions made to a participant's account.
|X|   3)    To return contributions made due to a mistake of fact.
|X|   4)    To make hardship withdrawals, as defined in the plan.(9)
|X|   5)    To make distributions required under a Qualified Domestic
            Relations Order or, in the case of an IRA, a divorce or
            separation agreement described in Section 71(b) of the Internal
            Revenue Code.
|X|   6)    To meet the minimum distribution requirements of the Internal
            Revenue Code.
|X|   7)    To make "substantially equal periodic payments" as described in
            Section 72(t) of the Internal Revenue Code.
|X|   8)    For loans to participants or beneficiaries.(10)
|X|   9)    On account of the participant's separation from service.(11)
|X|   10)   Participant-directed redemptions to purchase shares of a mutual
            fund (other than a fund managed by the Manager or a subsidiary of
            the Manager) offered as an investment option in a Retirement Plan
            if the plan has made special arrangements with the Distributor.
|X|   11)   Distributions made on account of a plan termination or
            "in-service" distributions, if the redemption proceeds are rolled
            over directly to an OppenheimerFunds-sponsored IRA.
|X|   12)   For distributions from a participant's account under an Automatic
            Withdrawal Plan after the participant reaches age 59 1/2, as long as
            the aggregate value of the distributions does not exceed 10% of
            the account's value, adjusted annually.
|X|   13)   Redemptions of Class B shares under an Automatic Withdrawal Plan
            for an account other than a Retirement Plan, if the aggregate
            value of the redeemed shares does not exceed 10% of the account's
            value, adjusted annually.
|X|   14)   For distributions from 401(k) plans sponsored by broker-dealers
            that have entered into a special arrangement with the Distributor
            allowing this waiver.
|_|   Redemptions of Class B shares or Class C shares under an Automatic
         Withdrawal Plan from an account other than a Retirement Plan if the
         aggregate value of the redeemed shares does not exceed 10% of the
         account's value annually.

B. Waivers for Shares Sold or Issued in Certain Transactions.

The contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:
|_|   Shares sold to the Manager or its affiliates.
|_|   Shares sold to registered management investment companies or separate
         accounts of insurance companies having an agreement with the Manager
         or the Distributor for that purpose.
|_|   Shares issued in plans of reorganization to which the Fund is a party.
|_|   Shares sold to present or former officers, directors, trustees or
         employees (and their "immediate families" as defined above in
         Section I.A.) of the Fund, the Manager and its affiliates and
         retirement plans established by them for their employees.
IV.








   Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer
           Funds Who Were Shareholders of Former Quest for Value Funds
-------------------------------------------------------------------------------

The initial and contingent deferred sales charge rates and waivers for Class
A, Class B and Class C shares described in the Prospectus or Statement of
Additional Information of the Oppenheimer funds are modified as described
below for certain persons who were shareholders of the former Quest for Value
Funds.  To be eligible, those persons must have been shareholders on November
24, 1995, when OppenheimerFunds, Inc. became the investment advisor to those
former Quest for Value Funds.  Those funds include:
   Oppenheimer Quest Value Fund, Inc.           Oppenheimer Small Cap Value
   Fund
   Oppenheimer Quest Balanced Value Fund        Oppenheimer Quest
   International Value Fund, Inc.
   Oppenheimer Quest Opportunity Value Fund

      These arrangements also apply to shareholders of the following funds
when they merged (were reorganized) into various Oppenheimer funds on
November 24, 1995:

   Quest for Value U.S. Government Income Fund  Quest for Value New York
   Tax-Exempt Fund
   Quest for Value Investment Quality Income Fund     Quest for Value
   National Tax-Exempt Fund
   Quest for Value Global Income Fund     Quest for Value California
   Tax-Exempt Fund

      All of the funds listed above are referred to in this Appendix as the
"Former Quest for Value Funds."  The waivers of initial and contingent
deferred sales charges described in this Appendix apply to shares of an
Oppenheimer fund that are either:
|_|   acquired by such shareholder pursuant to an exchange of shares of an
         Oppenheimer fund that was one of the Former Quest for Value Funds,
         or
|_|   purchased by such shareholder by exchange of shares of another
         Oppenheimer fund that were acquired pursuant to the merger of any of
         the Former Quest for Value Funds into that other Oppenheimer fund on
         November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

|X|   Reduced Class A Initial Sales Charge Rates for Certain Former Quest for
Value Funds Shareholders.

Purchases by Groups and Associations.  The following table sets forth the
initial sales charge rates for Class A shares purchased by members of
"Associations" formed for any purpose other than the purchase of securities.
The rates in the table apply if that Association purchased shares of any of
the Former Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995.


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

                      Initial Sales       Initial Sales Charge   Concession as
Number of Eligible    Charge as a % of    as a % of Net Amount   % of Offering
Employees or Members  Offering Price      Invested               Price

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

9 or Fewer                   2.50%                2.56%              2.00%

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

At  least  10 but not        2.00%                2.04%              1.60%
more than 49

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

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

      For purchases by Associations having 50 or more eligible employees or
members, there is no initial sales charge on purchases of Class A shares, but
those shares are subject to the Class A contingent deferred sales charge
described in the applicable fund's Prospectus.









      Purchases made under this arrangement qualify for the lower of either
the sales charge rate in the table based on the number of members of an
Association, or the sales charge rate that applies under the Right of
Accumulation described in the applicable fund's Prospectus and Statement of
Additional Information. Individuals who qualify under this arrangement for
reduced sales charge rates as members of Associations also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Distributor.

|X|   Waiver of Class A Sales Charges for Certain Shareholders.  Class A
shares purchased by the following investors are not subject to any Class A
initial or contingent deferred sales charges:
o     Shareholders who were shareholders of the AMA Family of Funds on
            February 28, 1991 and who acquired shares of any of the Former
            Quest for Value Funds by merger of a portfolio of the AMA Family
            of Funds.
o     Shareholders who acquired shares of any Former Quest for Value Fund by
            merger of any of the portfolios of the Unified Funds.

|X|   Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions.  The Class A contingent deferred sales charge will not apply to
redemptions of Class A shares purchased by the following investors who were
shareholders of any Former Quest for Value Fund:

      Investors who purchased Class A shares from a dealer that is or was not
permitted to receive a sales load or redemption fee imposed on a shareholder
with whom that dealer has a fiduciary relationship, under the Employee
Retirement Income Security Act of 1974 and regulations adopted under that law.

B. Class A, Class B and Class C Contingent Deferred Sales Charge Waivers.

|X|   Waivers for Redemptions of Shares Purchased Prior to March 6, 1995.  In
the following cases, the contingent deferred sales charge will be waived for
redemptions of Class A, Class B or Class C shares of an Oppenheimer fund. The
shares must have been acquired by the merger of a Former Quest for Value Fund
into the fund or by exchange from an Oppenheimer fund that was a Former Quest
for Value Fund or into which such fund merged. Those shares must have been
purchased prior to March 6, 1995 in connection with:
o     withdrawals under an automatic withdrawal plan holding only either
            Class B or Class C shares if the annual withdrawal does not
            exceed 10% of the initial value of the account value, adjusted
            annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            value of such accounts.

|X|   Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on
or after March 6, 1995, but prior to November 24, 1995:
o     redemptions following the death or disability of the shareholder(s) (as
            evidenced by a determination of total disability by the U.S.
            Social Security Administration);
o     withdrawals under an automatic withdrawal plan (but only for Class B or
            Class C shares) where the annual withdrawals do not exceed 10% of
            the initial value of the account value; adjusted annually, and
o     liquidation of a shareholder's account if the aggregate net asset value
            of shares held in the account is less than the required minimum
            account value.








      A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.
V.         Special Sales Charge Arrangements for Shareholders of Certain
          Oppenheimer Funds Who Were Shareholders of Connecticut Mutual
                            Investment Accounts, Inc.
---------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A
and Class B shares described in the respective Prospectus (or this Appendix)
of the following Oppenheimer funds (each is referred to as a "Fund" in this
section):
   Oppenheimer U. S. Government Trust,
   Oppenheimer Bond Fund,
   Oppenheimer Value Fund and
   Oppenheimer Disciplined Allocation Fund
are modified as described below for those Fund shareholders who were
shareholders of the following funds (referred to as the "Former Connecticut
Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:
   Connecticut Mutual Liquid Account         Connecticut Mutual Total Return
   Account
   Connecticut Mutual Government Securities Account   CMIA LifeSpan Capital
   Appreciation Account
   Connecticut Mutual Income Account         CMIA LifeSpan Balanced Account
   Connecticut Mutual Growth Account         CMIA Diversified Income Account

A. Prior Class A CDSC and Class A Sales Charge Waivers.

|X|   Class A Contingent Deferred Sales Charge. Certain shareholders of a
Fund and the other Former Connecticut Mutual Funds are entitled to continue
to make additional purchases of Class A shares at net asset value without a
Class A initial sales charge, but subject to the Class A contingent deferred
sales charge that was in effect prior to March 18, 1996 (the "prior Class A
CDSC"). Under the prior Class A CDSC, if any of those shares are redeemed
within one year of purchase, they will be assessed a 1% contingent deferred
sales charge on an amount equal to the current market value or the original
purchase price of the shares sold, whichever is smaller (in such redemptions,
any shares not subject to the prior Class A CDSC will be redeemed first).

      Those shareholders who are eligible for the prior Class A CDSC are:
|X|   1)    persons whose purchases of Class A shares of a Fund and other
            Former Connecticut Mutual Funds were $500,000 prior to March 18,
            1996, as a result of direct purchases or purchases pursuant to
            the Fund's policies on Combined Purchases or Rights of
            Accumulation, who still hold those shares in that Fund or other
            Former Connecticut Mutual Funds, and
|X|   2)    persons whose intended purchases under a Statement of Intention
            entered into prior to March 18, 1996, with the former general
            distributor of the Former Connecticut Mutual Funds to purchase
            shares valued at $500,000 or more over a 13-month period entitled
            those persons to purchase shares at net asset value without being
            subject to the Class A initial sales charge

      Any of the Class A shares of a Fund and the other Former Connecticut
Mutual Funds that were purchased at net asset value prior to March 18, 1996,
remain subject to the prior Class A CDSC, or if any additional shares are
purchased by those shareholders at net asset value pursuant to this
arrangement they will be subject to the prior Class A CDSC.

|X|







      Class A Sales Charge Waivers. Additional Class A shares of a Fund may
be purchased without a sales charge, by a person who was in one (or more) of
the categories below and acquired Class A shares prior to March 18, 1996, and
still holds Class A shares:
|X|   1)    any purchaser, provided the total initial amount invested in the
            Fund or any one or more of the Former Connecticut Mutual Funds
            totaled $500,000 or more, including investments made pursuant to
            the Combined Purchases, Statement of Intention and Rights of
            Accumulation features available at the time of the initial
            purchase and such investment is still held in one or more of the
            Former Connecticut Mutual Funds or a Fund into which such Fund
            merged;
|X|   2)    any participant in a qualified plan, provided that the total
            initial amount invested by the plan in the Fund or any one or
            more of the Former Connecticut Mutual Funds totaled $500,000 or
            more;
|X|   3)    Directors of the Fund or any one or more of the Former
            Connecticut Mutual Funds and members of their immediate families;
|X|   4)    employee benefit plans sponsored by Connecticut Mutual Financial
            Services, L.L.C. ("CMFS"), the prior distributor of the Former
            Connecticut Mutual Funds, and its affiliated companies;
|X|   5)    one or more members of a group of at least 1,000 persons (and
            persons who are retirees from such group) engaged in a common
            business, profession, civic or charitable endeavor or other
            activity, and the spouses and minor dependent children of such
            persons, pursuant to a marketing program between CMFS and such
            group; and
|X|   6)    an institution acting as a fiduciary on behalf of an individual
            or individuals, if such institution was directly compensated by
            the individual(s) for recommending the purchase of the shares of
            the Fund or any one or more of the Former Connecticut Mutual
            Funds, provided the institution had an agreement with CMFS.

      Purchases of Class A shares made pursuant to (1) and (2) above may be
subject to the Class A CDSC of the Former Connecticut Mutual Funds described
above.

      Additionally, Class A shares of a Fund may be purchased without a sales
charge by any holder of a variable annuity contract issued in New York State
by Connecticut Mutual Life Insurance Company through the Panorama Separate
Account which is beyond the applicable surrender charge period and which was
used to fund a qualified plan, if that holder exchanges the variable annuity
contract proceeds to buy Class A shares of the Fund.

B. Class A and Class B Contingent Deferred Sales Charge Waivers.

In addition to the waivers set forth in the Prospectus and in this Appendix,
above, the contingent deferred sales charge will be waived for redemptions of
Class A and Class B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former Connecticut
Mutual Fund provided that the Class A or Class B shares of the Fund to be
redeemed or exchanged were (i) acquired prior to March 18, 1996 or (ii) were
acquired by exchange from an Oppenheimer fund that was a Former Connecticut
Mutual Fund. Additionally, the shares of such Former Connecticut Mutual Fund
must have been purchased prior to March 18, 1996:
|X|   1)    by the estate of a deceased shareholder;
|X|   2)    upon the disability of a shareholder, as defined in Section
      72(m)(7) of the Internal Revenue Code;
|X|   3)    for retirement distributions (or loans) to participants or
      beneficiaries from retirement plans qualified under Sections 401(a) or
      403(b)(7)of the Code, or from IRAs, deferred compensation plans created
      under Section 457 of the Code, or other employee benefit plans;
4)    as tax-free returns of excess contributions to such retirement or
      employee benefit plans;
|X|   5)    in whole or in part, in connection with shares sold to any state,
      county, or city, or any instrumentality, department, authority, or
      agency thereof, that is prohibited by applicable investment laws from
      paying a sales charge or concession in connection with the purchase of
      shares of any registered investment management company;
|X|   6)    in connection with the redemption of shares of the Fund due to a
      combination with another investment company by virtue of a merger,
      acquisition or similar reorganization transaction;
|X|   7)    in connection with the Fund's right to involuntarily redeem or
      liquidate the Fund;
|X|   8)    in connection with automatic redemptions of Class A shares and
      Class B shares in certain retirement plan accounts pursuant to an
      Automatic Withdrawal Plan but limited to no more than 12% of the
      original value annually; or
|X|   9)    as involuntary redemptions of shares by operation of law, or
      under procedures set forth in the Fund's Articles of Incorporation, or
      as adopted by the Board of Directors of the Fund.
VI.       Special Reduced Sales Charge for Former Shareholders of Advance
                                America Funds, Inc.
------------------------------------------------------------------------------

Shareholders of Oppenheimer AMT-Free Municipals, Oppenheimer U.S. Government
Trust, Oppenheimer Strategic Income Fund and Oppenheimer Capital Income Fund
who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those
Oppenheimer funds on October 18, 1991, and who held shares of Advance America
Funds, Inc. on March 30, 1990, may purchase Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.
VII.     Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
                            Convertible Securities Fund
------------------------------------------------------------------------------

Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this
section) may sell Class M shares at net asset value without any initial sales
charge to the classes of investors listed below who, prior to March 11, 1996,
owned shares of the Fund's then-existing Class A and were permitted to
purchase those shares at net asset value without sales charge:
|_|   the Manager and its affiliates,
|_|   present or former officers, directors, trustees and employees (and
         their "immediate families" as defined in the Fund's Statement of
         Additional Information) of the Fund, the Manager and its affiliates,
         and retirement plans established by them or the prior investment
         advisor of the Fund for their employees,
|_|   registered management investment companies or separate accounts of
         insurance companies that had an agreement with the Fund's prior
         investment advisor or distributor for that purpose,
|_|   dealers or brokers that have a sales agreement with the Distributor, if
         they purchase shares for their own accounts or for retirement plans
         for their employees,
|_|   employees and registered representatives (and their spouses) of dealers
         or brokers described in the preceding section or financial
         institutions that have entered into sales arrangements with those
         dealers or brokers (and whose identity is made known to the
         Distributor) or with the Distributor, but only if the purchaser
         certifies to the Distributor at the time of purchase that the
         purchaser meets these qualifications,
|_|   dealers, brokers, or registered investment advisors that had entered
         into an agreement with the Distributor or the prior distributor of
         the Fund specifically providing for the use of Class M shares of the
         Fund in specific investment products made available to their
         clients, and
|_|   dealers, brokers or registered investment advisors that had entered
         into an agreement with the Distributor or prior distributor of the
         Fund's shares to sell shares to defined contribution employee
         retirement plans for which the dealer, broker, or investment advisor
         provides administrative services.









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

Internet Website:
www.oppenheimerfunds.com

Investment Advisor
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Distributor
OppenheimerFunds Distributor, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

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 Registered Independent Public Accounting Firm
KPMG LLP
707 Seventeenth Street
Suite 2700
Denver, Colorado 80202

Counsel to the Funds
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

Counsel to the Independent Directors
Mayer, Brown, Rowe & Maw LLP
1675 Broadway
New York, New York 10019-5820
1234
PX0200.001.1105



(1)Ms. Miller was elected as Director to the Board I Funds effective August
13, 2004
(1) Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
(2) In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred sales
charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
(3) An "employee benefit plan" means any plan or arrangement, whether or not
it is "qualified" under the Internal Revenue Code, under which Class N shares
of an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
(4) The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
(5) However, that concession will not be paid on purchases of shares in
amounts of $1 million or more (including any right of accumulation) by a
Retirement Plan that pays for the purchase with the redemption proceeds of
Class C shares of one or more Oppenheimer funds held by the Plan for more
than one year.
(6) This provision does not apply to IRAs.
(7) This provision only applies to qualified retirement plans and 403(b)(7)
custodial plans after your separation from service in or after the year you
reached age 55.
(8) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(9) This provision does not apply to IRAs.
(10) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(11) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.

                     OPPENHEIMER MONEY MARKET FUND, INC.

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION

Item 23. Exhibits

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

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

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

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

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

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

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

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

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

(b)   Amended and  Restated  By-Laws  dated April 11, 2002:  Previously  filed
with Registrants  Post-Effective Amendment No. 64, (7/19/02), and incorporated
herein by reference.

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

(d)   Amended and Restated  Investment  Advisory  Agreement dated December 12,
2002:  Previously  filed with  Registrant's  Post-Effective  Amendment  No. 66
(9/22/03), and incorporated herein by reference.

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

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

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

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

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

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

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

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

(g)

      (i) Global Custodial  Services Agreement dated July 15, 2003, as amended
June 9, 2005,  between  Registrant and Citibank,  N.A.:  Previously filed with
the Initial Registration  Statement of Oppenheimer  International  Diversified
Fund  Trust  (Reg.  No.  333-125805),  6/14/03,  and  incorporated  herein  by
reference.


      (ii) Amended and Restated  Foreign Custody  Manager  Agreement dated May
31, 2001 as amended July 15, 2003,  between  Registrant  and  Citibank,  N.A.:
Previously  filed  with  Pre-Effective  Amendment  No.  1 to the  Registration
Statement  of  Oppenheimer  International  Large  Cap  Core  Trust  (Reg.  No.
333-1060142), 8/05/03, and incorporated herein by reference.

(h)   Not applicable.

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


(j)   Independent Registered Public Accounting Firm's Consent: Filed herewith


(k)   Not applicable.

(l)   Not applicable.

(m)   Not applicable.

(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
08/11/05:  Previously  Filed  with  Post-Effective  Amendment  No.  5,  to the
Registration  Statement of Oppenheimer Main Street  Opportunity Fund (Reg. No.
333-40186), 9/27/05, and incorporated herein by reference.


(o)   (i)   Powers   of   Attorney   dated   September   27,   2005   for  all
Trustees/Directors  (except  for  Brian  F.  Wruble):  Previously  filed  with
Post-Effective  Amendment No. 2 to the  Registration  Statement of Oppenheimer
Limited Term California  Municipal Fund (Reg. No.  333-111230),  9/29/05,  and
incorporated herein by reference.

      (ii)  Powers of Attorney  for John Murphy and Brian  Wixted:  Previously
filed with  Post-Effective  Amendment No.62 to the  Registration  Statement of
Oppenheimer Growth Fund (Reg. No. 2-45272),  10/25/04, and incorporated herein
by reference.

      (iii) Power of  Attorney  for Brian F.  Wruble:  Previously  filed  with
Post-Effective  Amendment No. 49 to the Registration  Statement of Oppenheimer
Capital  Appreciation Fund (Reg. 2-69719),  10/20/05,  and incorporated herein
by reference.



(p)   Not applicable [the Registrant is a Money Market Fund].

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

None.

Item 25. Indemnification

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

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

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

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

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

---------------------------------------------------------------------------------
Name  and   Current   Position
with OppenheimerFunds, Inc.    Other Business and Connections During the Past
                               Two Years
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy L. Abbuhl,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emeline S. Adwers,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan,                   Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.,  Shareholder Financial Services,  Inc., OFI
                               Private  Investments,  Inc. and Centennial  Asset
                               Management Corporation;  Senior Vice President of
                               Shareholders Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carl Algermissen,              Formerly  Associate  Counsel and Legal Compliance
Vice President & Associate     Officer at Great  West-Life  & Annuity  Insurance
Counsel                        Co.  (February  2004-October  2004);   previously
                               with   INVESCO    Funds   Group,    Inc.    (June
                               1993-December  2003),  most  recently  as  Senior
                               Staff Attorney.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Amato,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik Anderson,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Beck Apostolopoulos,    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante,             Secretary     (since     December    2001)    of:
Vice President & Secretary     OppenheimerFunds  Distributor,  Inc.,  Centennial
                               Asset   Management    Corporation,    Oppenheimer
                               Partnership  Holdings,   Inc.,  Oppenheimer  Real
                               Asset  Management,  Inc.,  Shareholder  Financial
                               Services,  Inc.,  Shareholder Services,  Inc. and
                               OppenheimerFunds  Legacy Program;  (since January
                               2005)   of    Trinity    Investment    Management
                               Corporation.  Secretary  (since  June  2003)  of:
                               HarbourView  Asset  Management  Corporation,  OFI
                               Private  Investments,  Inc. and OFI Institutional
                               Asset  Management,   Inc.   Assistant   Secretary
                               (since December 2001) of OFI Trust Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hany S. Ayad,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Baker,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Baldwin,               Formerly   Managing  Director  at  Deutsche  Bank
Executive Vice President       (March 2001 - March 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Banta,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joanne Bardell,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Baum,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeff Baumgartner,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Marc Baylin,                   Formerly  Portfolio  Manager at J.P. Morgan (June
Vice President                 2002-August 2005.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd Becerra,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lalit K. Behal                 Assistant    Secretary   of   HarbourView   Asset
Assistant Vice President       Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald Bellamy,                Assistant  Vice  President  of OFI  Institutional
Assistant Vice President       Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Erik S. Berg,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Bertucci                None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rajeev Bhaman,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Billings,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Binning,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop,              Treasurer     (since     October     2003)     of
Vice President                 OppenheimerFunds     Distributor,     Inc.    and
                               Centennial Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Beth Bleimehl,                 None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John R. Blomfield,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa I. Bloomberg,             Formerly   First  Vice  President  and  Associate
Vice President & Associate     General  Counsel of UBS  Financial  Services Inc.
Counsel                        (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Veronika Boesch,               Formerly  (until  February  2004) an  independent
Assistant Vice President       consultant/coach in organizational development.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chad Boll,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Antulio N. Bomfim,             None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. Bonnell,               Vice  President of  Centennial  Asset  Management
Vice President                 Corporation.  Formerly  a  Portfolio  Manager  at
                               Strong Financial Corporation (May 1999-May 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Borre Massick,        None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori E. Bostrom,               Formerly Vice President and Corporate  Counsel at
Vice President & Senior        Prudential   Financial   Inc.   (October  2002  -
Counsel                        November 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Bourgeois,                Assistant    Vice    President   of   Shareholder
Assistant Vice President       Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Boydell,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Bromberg,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lowell Scott Brooks,           Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joan Brunelle,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristine Bryan-Levin,          Formerly  Senior Vice President at Brown Brothers
Vice President                 Harriman (November 2002 - May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Burke,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Burns,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Geoffrey Caan,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine Carroll,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debra Casey,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Castro,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Chaffee,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
May Chen,                      Formerly  Assistant  Vice President of Enterprise
Assistant Vice President       Services at MassMutual  Financial Group (May 2002
                               - April 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Chibnik,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Patrick Sheng Chu,             None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brett Clark,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
H.C. Digby Clements,           None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Peter V. Cocuzza,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gerald James Concepcion,       Formerly  (until  November 2004) an RIA Marketing
Assistant Vice President       Associate of OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Corbett,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Cornwell,                Vice  President of  Centennial  Asset  Management
Vice President                 Corporation,   Shareholder   Financial  Services,

                               Inc.  ,   OppenheimerFunds   Legacy  Program  and
                               OppenheimerFunds  Distributor,  Inc.; Senior Vice
                               President of Shareholder Services, Inc.

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Cottier,                 None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Coulston,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie C. Cusker,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George Curry,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Damian,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Richard Demarco,               None
Assistant Vice President

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig P. Dinsell,              None
Executive Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randall C. Dishmon,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rebecca K. Dolan               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven D. Dombrower,           Senior    Vice    President    of   OFI   Private
Vice President                 Investments,     Inc.;    Vice    President    of
                               OppenheimerFunds Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Doyle,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bruce C. Dunbar,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Dvorak,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Edmiston,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel R. Engstrom,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Robert Erven             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Evans,               None
Senior Vice President and
Director of International
Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward N. Everett,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathy Faber,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Falicia,                 Assistant   Secretary   (as  of  July   2004)  of
Assistant Vice President       HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Kristie Feinberg,              None
Assistant Vice President

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Emmanuel Ferreira,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding,            Vice President of  OppenheimerFunds  Distributor,
Senior Vice President;         Inc.;  Director of ICI Mutual Insurance  Company;
Chairman of the Rochester      Governor of St. John's  College;  Chairman of the
Division                       Board of  Directors  of  International  Museum of
                               Photography at George Eastman House.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Bradley G. Finkle,             Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.      Formerly      Head     of      Business

                               Management/Proprietary  Distribution at Citigroup
                               Asset Management (August 1986-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Finley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jordan Hayes Foster,           Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Foxhoven,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Colleen M. Franca,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dominic Freud,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dan Gagliardo,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hazem Gamal,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Seth Gelman,                   Formerly  an  Associate  in the Asset  Management
Vice President                 Legal   Department   at   Goldman   Sachs  &  Co.
                               (February 2003-August 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Timothy Gerlach,               None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Subrata Ghose,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles W. Gilbert,            None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip S. Gillespie,          Formerly  First Vice  President of Merrill  Lynch
Senior Vice President &        Investment Management (2001 to September 2004).
Deputy General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan C. Gilston,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill E. Glazerman,             None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Benjamin J. Gord,              Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Granger,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Leyla Greengard,               None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert B. Grill,               None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Haley,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marilyn Hall,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Haney,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Hauenstein,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert W. Hawkins,             Formerly an  Associate  at Shearman  and Sterling
Assistant Vice President and   LLP  (July  2004-August  2005)  and  Dechert  LLP
Assistant Counsel              (September 2000-June 2004).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas B. Hayes,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Heathwood,            None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dennis Hess,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Higgins,                Vice   President  of  OFI   Institutional   Asset
Vice President                 Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dorothy F. Hirshman,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Hoelscher,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott T. Huebl,                Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Margaret Hui,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Huttlin,                  Senior   Vice   President    (Director   of   the
Vice President                 International  Division)  (since January 2004) of
                               OFI   Institutional   Asset   Management,   Inc.;
                               Director  (since  June 2003) of  OppenheimerFunds
                               (Asia) Limited
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James G. Hyland,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve P. Ilnitzki,             Vice President of  OppenheimerFunds  Distributor,
Senior Vice President          Inc.;   Senior  Vice  President  of  OFI  Private
                               Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kelly Bridget Ireland,         Vice   President    (since   January   2004)   of
Vice President                 OppenheimerFunds   Distributor   Inc.   Formerly,
                               Director  of  INVESCO  Distributors  Inc.  (April
                               2000-December 2003).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives,              Vice   President  and   Assistant   Secretary  of
Vice President, Senior         OppenheimerFunds     Distributor,     Inc.    and
Counsel and Assistant          Shareholder  Services,  Inc.; Assistant Secretary
Secretary                      of  Centennial  Asset   Management   Corporation,
                               OppenheimerFunds  Legacy Program and  Shareholder
                               Financial Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Jaume,                 Senior  Vice  President  of   HarbourView   Asset
Vice President                 Management   Corporation  and  OFI  Institutional
                               Asset  Management,  Inc.;  Director  of OFI Trust
                               Company.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Frank V. Jennings,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Jennings,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Michael Johnson,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Kadehjian,                Formerly Vice President,  Compensation Manager at
Assistant Vice President       The  Bank  of New  York  (November  1996-November
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Kandilis,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Lynn Oberist Keeshan,          Assistant  Treasurer of  OppenheimerFunds  Legacy
Senior Vice President          Program

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas W. Keffer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh,                 Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin S. Korn,                Formerly  a  Senior  Vice  President  at  Bank of
Senior Vice President          America   (Wealth   and   Investment   Management
                               Technology Group) (March 2002-August 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dimitrios Kourkoulakos,        None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Kramer,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Kunz,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Lamentino,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey P. Lagarce,            President  and  Chief  Marketing  Officer  of OFI
Senior Vice President          Institutional   Asset  Management,   Inc.  as  of
                               January    2005.    Formerly    Executive    Vice
                               President-Head  of Fidelity  Tax-Exempt  Services
                               Business   at   Fidelity    Investments   (August
                               1996-January 2005).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Latino,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kristina Lawrence,             Formerly     Assistant    Vice    President    of
Vice President                 OppenheimerFunds,   Inc.   (November   2002-March
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gayle Leavitt,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher M. Leavy,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Randy Legg,                    Formerly   an   associate    with   Dechert   LLP
Vice President & Assistant     (September 1998-January 2004).
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Laura Leitzinger,              Senior Vice  President of  Shareholder  Services,
Vice President                 Inc.;  Vice  President of  Shareholder  Financial
                               Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Justin Leverenz,               Formerly,   a   research/technology   analyst  at
Vice President                 Goldman Sachs, Taiwan (May 2002-May 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael S. Levine,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gang Li,                       None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shanquan Li,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie A. Libby,                Formerly   Executive  Vice  President  and  Chief
Senior Vice President          Operating Officer at Fred Alger Management,  Inc.
                               (July 1996 - February 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Lifshey,                Formerly a  Marketing  Manager at PIMCO  Advisors
Assistant Vice President       (January 2002-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mitchell J. Lindauer,          None
Vice President & Assistant
General Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bill Linden,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa B. Lischin,            Assistant  Vice  President  of   OppenheimerFunds
Vice President                 Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Lolli,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel G. Loughran             None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patricia Lovett,               Vice   President   of    Shareholder    Financial
Vice President                 Services,  Inc.  and  Senior  Vice  President  of
                               Shareholder Services, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Lucaccini,              Formerly  Director and High Yield  Analyst at UBS
Assistant Vice President       Global Asset  Management  (November  2001 - April
                               2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Dongyan Ma,                    None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steve Macchia,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark H. Madden,                Formerly   Senior  Vice   President   and  Senior
Vice President                 Portfolio Manager with Pioneer Investments,  Inc.
                               (July 1990-July 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Mandzij,              Formerly   Marketing   Manager   -  Sales   Force
Assistant Vice President       Marketing     (March     2003-June    2004)    of
                               OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry Mandzij,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angelo G. Manioudakis          Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation and of OFI  Institutional
                               Asset Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia,                  Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Susan Mattisinko,              Assistant    Secretary   of   HarbourView   Asset
Vice President & Associate     Management  Corporation,  OppenheimerFunds Legacy
Counsel                        Program,  OFI  Private  Investments,   Inc.,  OFI
                               Institutional Asset Management,  Inc., Centennial
                               Asset  Management  Corporation,  Oppenheimer Real
                               Asset  Management,  Inc.  and Trinity  Investment
                               Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth McCormack,           Vice   President  and   Assistant   Secretary  of
Vice President                 HarbourView Asset Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph McGovern,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles L. McKenzie,           Chairman of the Board, Director,  Chief Executive
Senior Vice President          Officer  and  President  of  OFI  Trust  Company;
                               Chairman,   Chief   Executive   Officer,   Senior
                               Managing    Director    and   Director   of   OFI
                               Institutional   Asset  Management,   Inc.;  Chief
                               Executive  Officer,  President,  Senior  Managing
                               Director  and  Director  of   HarbourView   Asset
                               Management Corporation;  Chairman,  President and
                               Director   of   Trinity   Investment   Management
                               Corporation
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Medev,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucienne Mercogliano,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason Meshnick,                Formerly  Financial  Analyst  at Wall  Street  On
Assistant Vice President       Demand (April 2003 - May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew J. Mika,                None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jan Miller,                    Formerly a Supervisor at Janus (May  2004-October
Assistant Vice President       2004  and  a   Manager   at   Invesco   (February
                               1994-February 2004).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nikolaos D. Monoyios,          None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles Moon,                  Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and  of  OFI   Institutional   Asset
                               Management, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy,                President and Management  Director of Oppenheimer
Chairman, President, Chief     Acquisition  Corp.;  President  and  Director  of
Executive Officer & Director   Oppenheimer   Partnership   Holdings,   Inc.  and
                               Oppenheimer   Real   Asset   Management,    Inc.;
                               Chairman  and Director of  Shareholder  Services,
                               Inc. and Shareholder  Financial  Services,  Inc.;
                               Director   of   Centennial    Asset    Management
                               Corporation,  OppenheimerFunds Distributor, Inc.,
                               Institutional  Asset  Management,  Inc.,  Trinity
                               Investment   Management   Corporation,    Tremont
                               Capital  Management,   Inc.,   HarbourView  Asset
                               Management    Corporation    and   OFI    Private
                               Investments,  Inc.;  Executive  Vice President of
                               Massachusetts   Mutual  Life  Insurance  Company;
                               Director  of  DLB  Acquisition   Corporation;   a
                               member  of  the  Investment  Company  Institute's
                               Board of Governors.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Meaghan Murphy,                Formerly  Marketing  Professional,  RFP Writer at
Assistant Vice President       JP Morgan  Fleming Asset  Management  (May 2002 -
                               October 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Suzanne Murphy,                Formerly  (until December 2003) a Vice President,
Vice President                 Senior Marketing Manager with Citigroup.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas J. Murray,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Nadler,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Nichols,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Norman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James B. O'Connell,            Formerly   a   Senior    Designer    Manager   of
Assistant Vice President       OppenheimerFunds,  Inc.  (April  2002 -  December
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew O'Donnell,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John O'Hare,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Okray,                 Formerly   Vice   President,    Head   of   Trust
Vice President                 Operations at Lehman Brothers (June  2004-October
                               2004)  prior to which  he was an  Assistant  Vice
                               President,   Director   of  Trust   Services   at
                               Cambridge Trust Company (October 2002-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Lerae A. Palumbo,              None
Assistant Vice President

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

Anthony Parish,                None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David P. Pellegrino,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allison C. Pells,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert H. Pemble,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lori L. Penna,                 Formerly  an RFP  Manager/Associate  at  JPMorgan
Vice President                 Chase & Co. (June 2001-September 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian Petersen,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marmeline Petion-Midy,         Formerly a Senior Financial  Analyst with General
Assistant Vice President       Motors,  NY Treasurer's  Office (July  2000-Augut
                               2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Pfeffer,                 Senior  Vice  President  of   HarbourView   Asset
Senior Vice President and      Management   Corporation   since  February  2004.
Chief Financial Officer        Formerly,  Director and Chief  Financial  Officer
                               at   Citigroup   Asset    Management    (February
                               2000-February 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James F. Phillips,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott Phillips,                Formerly   Vice   President   at  Merrill   Lynch
Vice President                 Investment Management (June 2000-July 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gary Pilc,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

John Piper,                    None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nicolas Pisciotti,             Formerly  Assistant  Vice President at ING (April
Assistant Vice President       2002 - May 2005)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jason Pizzorusso,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Poiesz,                  Formerly  a Senior  Portfolio  Manager at Merrill
Senior Vice President, Head    Lynch (October 2002-May 2004).
of Growth Equity Investments
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Sergei Polevikov,              None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey Portnoy,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raghaw Prasad,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Preuss,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Ellen Puckett,                 Formerly   Sennior  Program  Manager  at  Dendant
Assistant Vice President       Telecommunications (May 2002-September 2004).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jane C. Putnam,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Paul Quarles,                  Formerly a  Principal  at AIM  Management  Group,
Assistant Vice President       Inc. (October 1997-October 2004).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael E. Quinn,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julie S. Radtke,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Norma J. Rapini,               None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Corry E. Read,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marc Reinganum,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Reiter,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Claire Ring,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David Robertson,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Robert Robis,                  Formerly  a  Proprietary  Trader  at J.P.  Morgan
Assistant Vice President       Chase & Co. (May 2004-May 2005).

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Antoinette Rodriguez,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacey Roode,                  None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey S. Rosen,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stacy Roth,                    None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff,                 President   and   Director  of   OppenheimerFunds
Executive Vice President       Distributor,    Inc.   and    Centennial    Asset
                               Management Corporation;  Executive Vice President
                               of OFI Private Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adrienne Ruffle,               Formerly an Associate  with Sidley Austin Brown &
Assistant Vice President and   Wood LLP (September 2002-February 2005).
Assistant Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kim Russomanno,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Ryan,                  Formerly   a   research   analyst  in  the  large
Vice President                 equities group at Credit Suisse Asset  Management
                               (August 2001-June 2004)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rohit Sah,                     None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Valerie Sanders,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Karen Sandler,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rudi W. Schadt,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ellen P. Schoenfeld,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maria Schulte,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Scott A. Schwegel,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Allan P. Sedmak                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer L. Sexton,            Senior    Vice    President    of   OFI   Private
Vice President                 Investments, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Nava Sharma,                   None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bonnie Sherman,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David C. Sitgreaves,           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward James Sivigny           None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Enrique H. Smith,              None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Louis Sortino,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith J. Spencer,              None
Senior Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Marco Antonio Spinar,          None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard A. Stein,              None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur P. Steinmetz,           Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jennifer Stevens,              None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John P. Stoma,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deborah A. Sullivan,           Secretary of OFI Trust Company.
Vice President & Assistant
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman,               Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Szilagyi,             Director of Financial  Reporting  and  Compliance
Assistant Vice President       at First Data Corporation (April 2003-June 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Matthew Tartaglia,             None
Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles,                 Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Paul Temple,                   None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeaneen Terrio,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Toner,                 None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Leonid Tsvayg,                 None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Keith Tucker,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cameron Ullyat,                None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Angela Uttaro,                 None
Assistant Vice President:
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey,              Vice President of  OppenheimerFunds  Distributor,
Senior Vice President and      Inc.,  Centennial  Asset  Management  Corporation
Chief Compliance Officer       and Shareholder  Services,  Inc.; Chief Financial
                               Officer   of   HarbourView    Asset    Management
                               Corporation,  Oppenheimer  Partnership  Holdings,
                               Inc.,  Oppenheimer Real Asset  Management,  Inc.,
                               Shareholder     Financial     Services,     Inc.,
                               OppenheimerFunds   Legacy  Program,  OFI  Private
                               Investments,  Inc.,  OFI  Trust  Company  and OFI
                               Institutional  Asset  Management,  Inc.  Formerly
                               (until    March   2004)   Vice    President    of
                               OppenheimerFunds, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Maureen Van Norstrand,         None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nancy Vann,                    Formerly  Assistant  General  Counsel  at Reserve
Vice President and Assistant   Management  Company,   Inc.  (April  to  December
Counsel                        2004);  attorney  at Sidley  Austin  Brown & Wood
                               LLP (October 1997 - April 2004).
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rene Vecka,                    None
Assistant Vice President,
Rochester Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermette,              Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip F. Vottiero,           None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Walsh,                    None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa M. Ward,                Vice President of  OppenheimerFunds  Distributor,
Vice President                 Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jerry A. Webman,               Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christopher D. Weiler,         None
Vice President: Rochester
Division
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Adam Weiner,                   None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barry D. Weiss,                Vice  President of HarbourView  Asset  Management
Vice President                 Corporation  and of Centennial  Asset  Management
                               Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Lynn Weiss,            None
Vice President & Associate
Counsel
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christine Wells,               None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph J. Welsh,               Vice  President of HarbourView  Asset  Management
Vice President                 Corporation.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Diederick Wermolder,           Director of  OppenheimerFunds  International Ltd.
Senior Vice President          and  OppenheimerFunds  plc  and  OppenheimerFunds
                               (Asia) Limited;  Senior Vice President  (Managing
                               Director of the  International  Division)  of OFI
                               Institutional Asset Management, Inc..
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine M. White,            Assistant  Vice  President  of   OppenheimerFunds
Assistant Vice President       Distributor,   Inc.;   member  of  the   American
                               Society of Pension Actuaries (ASPA) since 1995.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Annabel Whiting,               None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William L. Wilby,              None
Senior Vice President and
Senior Investment Officer,
Director of Equities
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna M. Winn,                 President,  Chief Executive  Officer and Director
Senior Vice President          of OFI Private  Investments,  Inc.;  Director and
                               President  of  OppenheimerFunds  Legacy  Program;
                               Senior   Vice   President   of   OppenheimerFunds
                               Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower,               Senior   Vice   President   of   OppenheimerFunds
Senior Vice President          Distributor, Inc.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian W. Wixted,               Treasurer   of   HarbourView   Asset   Management
Senior Vice President and      Corporation;    OppenheimerFunds    International
Treasurer                      Ltd.,  Oppenheimer  Partnership  Holdings,  Inc.,
                               Oppenheimer   Real   Asset   Management,    Inc.,
                               Shareholder    Services,     Inc.,    Shareholder
                               Financial    Services,    Inc.,    OFI    Private
                               Investments,   Inc.,  OFI   Institutional   Asset
                               Management,   Inc.,   OppenheimerFunds   plc  and
                               OppenheimerFunds  Legacy  Program;  Treasurer and
                               Chief  Financial  Officer  of OFI Trust  Company;
                               Assistant  Treasurer of  Oppenheimer  Acquisition
                               Corp.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Carol E. Wolf,                 Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management  Corporation  and of Centennial  Asset
                               Management  Corporation;  serves  on the Board of
                               the Colorado Ballet.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Meredith Wolff,                None
Assistant Vice President

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

Oliver Wolff,                  None
Assistant Vice President

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kurt Wolfgruber,               Director  of Tremont  Capital  Management,  Inc.,
Executive Vice President,      HarbourView Asset Management  Corporation and OFI
Chief Investment Officer and   Institutional Asset Management,  Inc. (since June
Director                       2003)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Caleb C. Wong,                 None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward C. Yoensky,             None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucy Zachman,                  None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Zack                 General Counsel and Director of  OppenheimerFunds
Executive Vice President and   Distributor,  Inc.; General Counsel of Centennial
General Counsel                Asset   Management   Corporation;   Senior   Vice
                               President  and  General  Counsel  of  HarbourView
                               Asset    Management     Corporation    and    OFI
                               Institutional  Asset  Management,   Inc.;  Senior
                               Vice  President,  General Counsel and Director of
                               Shareholder     Financial     Services,     Inc.,
                               Shareholder    Services,    Inc.,   OFI   Private
                               Investments,  Inc.  and OFI Trust  Company;  Vice
                               President    and    Director    of    Oppenheimer
                               Partnership   Holdings,    Inc.;   Director   and
                               Assistant Secretary of  OppenheimerFunds  plc and
                               OppenheimerFunds  International  Ltd.;  Secretary
                               and General  Counsel of  Oppenheimer  Acquisition
                               Corp.;   Director  of   Oppenheimer   Real  Asset
                               Management,   Inc.  and  OppenheimerFunds  (Asia)
                               Limited);   Vice  President  of  OppenheimerFunds
                               Legacy Program.
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neal A. Zamore,                None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Zavanelli,             None
Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alex Zhou,                     None
Assistant Vice President
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Arthur J. Zimmer,              Senior  Vice  President  of   HarbourView   Asset
Senior Vice President          Management Corporation.
---------------------------------------------------------------------------------


Item 28. Principal Underwriter

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

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

---------------------------------------------------------------------------------
Name & Principal                Position & Office         Position and Office
Business Address                with Underwriter          with Registrant
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Timothy Abbhul(1)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Agan(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Janette Aprilante(2)            Secretary                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Barker                    Vice President            Nones
2901B N. Lakewood Avenue
Chicago, IL 60657
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen Beichert(1)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Rocco Benedetto(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert J. Bishop(1)             Treasurer                 None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas S. Blankenship          Vice President            None
10407 Cromdale Manor Ct.
Springs, TX 77379
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Blinzler(1)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David A. Borrelli               Vice President            None
105 Black Calla Ct.
San Ramon, CA 94583
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey R. Botwinick(2)         Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michelle Brennan(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
L. Scott Brooks(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin E. Brosmith               Senior Vice President     None
5 Deer Path
South Natlick, MA 01760
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey W. Bryan                Vice President            None
1048 Malaga Avenue
Coral Gables, FL 33134
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick Campbell(1)             Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Andrew Chonofsky                Vice President            None
300 West Fifth Street, Apt. 118
Charlotte, NC 28202
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Melissa Clayton(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Susan Cornwell(1)               Vice President            None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Neev Crane                      Vice President            None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Julian C. Curry                 Vice President            None
5801 Nicholson Lane, Suite 420
North Bethesda, MD 20852
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jeffrey D. Damia(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Davis(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen J. Demetrovits(2)       Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph A. DiMauro               Vice President            None
522 Lakeland Avenue
Grosse Pointe, MI 48230
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven Dombrower(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George P. Dougherty             Vice President            None
328 Regency Drive
North Wales, PA 19454
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ryan C. Drier                   Vice President            None
3307 Park Ridge Lane NE
Grand Rapids, MI 49525
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cliff H. Dunteman               Vice President            None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Hillary Eigen(2)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Eiler(2)                   Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent M. Elwell                  Vice President            None
35 Crown Terrace
Yardley, PA 19067
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gregg A. Everett                Vice President            None
4328 Auston Way
Palm Harbor, FL 34685-4017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George R. Fahey(1)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric C. Fallon                  Vice President            None
10 Worth Circle
Newton, MA 02458
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Deanna Farrugia(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Joseph Fernandez                Vice President            None
1717 Richbourg Park Drive
Brentwood, TN 37027
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark J. Ferro(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ronald H. Fielding(3)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Bradley Finkle(2)               Vice President            None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric P. Fishel                  Vice President            None
725 Boston Post Rd., #12
Sudbury, MA 01776
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Patrick W. Flynn (1)            Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John E. Forrest(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John ("J") Fortuna(2)           Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Jayme Fowler(2)                 Vice President            None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lucio Giliberti                 Vice President            None
6 Cyndi Court
Flemington, NJ 08822
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Raquel Granahan(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ralph Grant                     Senior Vice President     None
10 Boathouse Close
Mt. Pleasant, SC 29464
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kahle Greenfield(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael D. Guman                Vice President            None
3913 Pleasant Avenue
Allentown, PA 18103
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James E. Gunther                Vice President            None
178 Canterbury Turn
Lancaster, PA 17601
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin J. Healy(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin Hennessey                 Vice President            None
8634 Forest Run Lane
Orlando, FL 32836
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elyse R. Jurman Herman          Vice President            None
5486 NW 42 Avenue
Boca Raton, FL 33496
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Suzanne Heske                   Vice President            None
4146 22nd Street
San Francisco, CA 94114
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy G. Hetson(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William E. Hortz(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward Hrybenko(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Husch(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Stephen Ilnitzki(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kathleen T. Ives(1)             Vice President &          Assistant Secretary
                                Assistant Secretary
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Shonda Rae Jaquez(2)            Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nivan Jaleeli                   Vice President            None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric K. Johnson(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark D. Johnson                 Vice President            None
15792 Scenic Green Court
Chesterfield, MO 63017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina J. Keller(2)          Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Keogh(2)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Lisa Klassen(1)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Klein                   Senior Vice President     None
4820 Fremont Avenue South
Minneapolis, MN 55419
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Knott(1)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brent A. Krantz                 Senior Vice President     None
61500 Tam McArthur Loop
Bend, OR 97702
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David T. Kuzia                  Vice President            None
19102 Miranda Circle
Omaha, NE 68130
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Tracey Lange(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Paul R. LeMire                  Assistant Vice President  None
7 Cormorant Drive

Middletown, NJ 07748
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric J. Liberman(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Malissa Lischin(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James V. Loehle(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Loncar(1)                Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Montana W. Low                  Vice President            None
1636 N. Wells Street, Apt. 3411
Chicago, IL 60614
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Craig Lyman                     Vice President            None
3930 Swenson St. #502
Las Vegas, NV 89119
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John J. Lynch                   Vice President            None
6325 Bryan Parkway
Dallas, TX 75214
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Malik                   Vice President            None
546 Idylberry Road
San Rafael, CA 94903
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Steven C. Manns                 Vice President            None
1627 N. Hermitage Avenue
Chicago, IL 60622
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Todd A. Marion(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
LuAnn Mascia(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Theresa-Marie Maynier           Vice President            None
2421 Charlotte Drive
Charlotte, NC 28203
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John C. McDonough               Vice President            None
2 Leland Ct.
Chevy Chase, MD 20815
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kent C. McGowan                 Vice President            None
9510 190th Place SW
Edmonds, WA 98020
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian F. Medina(1)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Daniel Melehan                  Vice President            None
906 Bridgeport Court
San Marcos, CA 92069
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark Mezzanotte                 Vice President            None
16 Cullen Way
Exeter, NH 03833
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clint Modler(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert Moser((1))               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David W. Mountford              Vice President            None
7820 Banyan Terrace
Tamarac, FL 33321
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Gzim Muja                       Vice President            None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John V. Murphy(2)               Director                  President & Trustee
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wendy Jean Murray               Vice President            None
32 Carolin Road
Upper Montclair, NJ 07043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John S. Napier                  Vice President            None
17 Hillcrest Ave.
Darien, CT 06820
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Christina Nasta(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kevin P. Neznek(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bradford Norford                Vice President            None
3914 Easton Sq. Pl.
Columbus, OH 43219
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alan Panzer                     Vice President            None
6755 Ridge Mill Lane
Atlanta, GA 30328
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Park(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Perkes                 Vice President            None
6 Lawton Ct.
Frisco, TX 75034
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles K. Pettit(2)            Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2)       Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Minnie Ra                       Vice President            None
100 Dolores Street, #203
Carmel, CA 93923
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Dusting Raring                  Vice President            None
27 Blakemore Drive
Ladera Ranch, CA 92797
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael A. Raso(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Richard Rath                    Vice President            None
46 Mt. Vernon Ave.
Alexandria, VA 22301
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ruxandra Risko(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David R. Robertson(2)           Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Nicole Robbins(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Ian M. Roche                    Vice President            None
7070 Bramshill Circle
Bainbridge, OH 44023
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth A. Rosenson             Vice President            None
24753 Vantage Pt. Terrace
Malibu, CA 90265
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James H. Ruff(2)                President & Director      None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Matthew Rutig                   Vice President            None
199 North Street
Ridgefield, CT 06877
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William R. Rylander             Vice President            None
85 Evergreen Road
Vernon, CT 06066
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Sabow                    Vice President            None
6617 Southcrest Drive
Edina, MN 55435
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Saunders                   Vice President            None
911 North Orange Avenue #401
Orlando, FL 32801
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Jill Schmitt(2)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Thomas Schmitt(2)               Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Schories(2)             Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Charles F. Scully               Vice President            None
125 Cypress View Way
Apex, NC 27502
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Eric Sharp                      Vice President            None
862 McNeill Circle
Woodland, CA 95695
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
William Sheluck(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Debbie A. Simon                 Vice President            None
55 E. Erie St., #4404
Chicago, IL 60611
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Bryant Smith(1)                 Vice President            None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Douglas Bruce Smith             Vice President            None
8927 35th Street W.
University Place, WA 98466
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Spensley                   Vice President            None
2000 Rhettsbury Street
Carmel, IN 46032
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Alfred St. John(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Bryan Stein                     Vice President            None
8 Longwood Rd.
Voorhees, NJ 08043
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Stoma(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Wayne Strauss(3)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Brian C. Summe                  Vice President            None
2479 Legends Way
Crestview Hills, KY 41017
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael Sussman(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
George T. Sweeney               Senior Vice President     None
5 Smokehouse Lane
Hummelstown, PA 17036
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
James Taylor(2)                 Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Martin Telles(2)                Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
David G. Thomas                 Vice President            None
16628 Elk Run Court
Leesburg, VA 20176
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Barrie L. Tiedemann             Vice President            None
2592 S. Belvoir Blvd.
University Heights, OH 44118
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Mark S. Vandehey(1)             Vice President and Chief  Vice President and
                                Compliance Officer        Chief Compliance
                                                          Officer
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Vincent Vermete(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elaine Villas(2)                Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cynthia Walloga(2)              Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth Lediard Ward            Vice President            None
1400 Cottonwood Valley Circle
N.
Irving, TX 75038
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Teresa Ward(1)                  Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Michael J. Weigner              Vice President            None
4905 W. San Nicholas Street
Tampa, FL 33629
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donn Weise                      Vice President            None
3249 Earlmar Drive
Los Angeles, CA 90064
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Chris Werner(1)                 Vice President            None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Catherine White(2)              Assistant Vice President  None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donna Winn(2)                   Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Philip Witkower(2)              Senior Vice President     None
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Meredith Wolff(2)               Assistant Vice President  None

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Cary Patrick Wozniak            Vice President            None
18808 Bravata Court
San Diego, CA 92128
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
John Charles Young              Vice President            None
3914 Southwestern
Houston, TX 77005
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

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

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

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

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





(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial  Center,  225 Liberty Street,  11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623

(c)   Not applicable.

Item 28. Location of Accounts and Records

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

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.






                                  SIGNATURES


Pursuant  to  the  requirements  of the  Securities  Act of  1933  and/or  the
Investment  Company Act of 1940,  the  Registrant  certifies that it meets all
the requirements for effectiveness of this Registration  Statement pursuant to
Rule  485(b)  under  the  Securities  Act of 1933  and has  duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the City of New York and State of New York on
the 23rd day of November, 2005.


                                    OPPENHEIMER MONEY MARKET FUND, INC.

                                    By: /s/ John V. Murphy*

                                    ----------------------------------------------
                                    John V. Murphy, President,
                                    Principal Executive Officer & Director

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

Signatures                          Title                   Date

/s/ Clayton K. Yeutter*      Chairman of the

---------------------------  Board of Directors        November 23, 2005
Clayton K.Yeutter



/s/ John V. Murphy*          President, Principal

--------------------------   Executive Officer         November 23, 2005
John V. Murphy               & Director

/s/ Brian W. Wixted*         Treasurer, Principal      November 23, 2005
-------------------------    Financial and
Brian W. Wixted              Accounting Officer

/s/ Matthew P. Fink*         Trustee                    November 23, 2005
--------------------
Matthew P. Fink


/s/ Robert G. Galli*         Director                   November 23, 2005

--------------------
Robert G. Galli


/s/ Phillip A. Griffiths*    Director                  November 23, 2005

----------------------
Phillip A. Griffiths


/s/ Mary F. Miller*          Director                   November 23, 2005

------------------------------------------------------------------------------
Mary F. Miller


/s/ Joel W. Motley*          Director                  November 23, 2005

--------------------
Joel W. Motley


/s/ Kenneth A. Randall*      Director                  November 23, 2005

-------------------------
Kenneth A. Randall



/s/ Russell S. Reynolds, Jr.*                                   Director
November 23, 2005

----------------------------
Russell S. Reynolds, Jr.


/s/ Joseph M. Wikler*        Director                  November 23, 2005

----------------------------
Joseph M. Wikler


/s/ Peter I. Wold*           Director                  November 23, 2005

----------------------------
Peter I. Wold


/s/ Brian F. Wruble*         Director                  November 23, 2005
----------------------------
Brian F. Wruble

*By: /s/ Mitchell J. Lindauer

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

    Mitchell J. Lindauer, Attorney-in-Fact







                     OPPENHEIMER MONEY MARKET FUND, INC.


                       Post-Effective Amendment No. 69


                      Registration Statement No. 2-49887

                                EXHIBIT INDEX

Exhibit No.       Description



23(j)              Independent    Registered    Public    Accounting    Firm's
Consent