Oppenheimer
Growth Fund



Prospectus dated January 1, 2001



                                          Oppenheimer  Growth  Fund is a mutual
                                          fund that seeks capital  appreciation
                                          to  make  your  investment  grow.  It
                                          currently  emphasizes  investments in
                                          stocks  of  mid-cap   and   large-cap
                                          companies.
                                             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.








CONTENTS


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


                    ABOUT THE FUND

                    The Fund's Investment Objective and 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 Shares
                    Class B Shares
                    Class C Shares
                    Class N Shares
                    Class Y Shares

                    Special Investor Services
                    AccountLink
                    PhoneLink
                    OppenheimerFunds Internet Web Site
                    Retirement Plans

                    How to Sell Shares
                    By Mail
                    By Telephone

                    How to Exchange Shares
                    Shareholder Account Rules and Policies
                    Dividends, Capital Gains and Taxes
                    Financial Highlights

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







ABOUT THE FUND

The Fund's Investment Objective and Strategies
WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks
of "growth companies."   The Fund currently focuses on stocks of companies
having a large capitalization or mid-size capitalization, but this could
change over time. The Fund can invest in domestic companies and foreign
companies, although most of its investments are in stocks of U.S. companies.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL?   The
Fund's portfolio manager looks for high-growth companies. Currently, the
portfolio manager looks for:

     o  Companies that have exceptional revenue growth
     o  Companies with above-average earnings growth
     o  Companies that can sustain exceptional revenue and earnings growth
     o  Companies that are well established as leaders in high growth markets

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking
capital appreciation over the long term. Those investors should be willing to
assume the risks of short-term share price fluctuations that are typical for
a growth fund focusing on stock investments. Since the Fund does not seek
income and its income from investments will likely be small, it is not
designed for investors needing current income. Because of its focus on
long-term growth, the Fund may be appropriate for a portion of a retirement
plan investment. This Fund is not a complete investment program.

Main Risks of Investing in the Fund

All investments have risks to some degree.  The Fund's investments in stocks
are subject to changes in their value from a number of factors described
below. There is also the risk that poor security selection by the Fund's
investment Manager, OppenheimerFunds, Inc., will cause the Fund to
underperform other funds having a similar objective.

RISKS OF  INVESTING IN STOCKS.  Because the Fund  invests  primarily in common
stocks of U.S.  companies,  the value of the Fund's portfolio will be affected
by changes in the U.S. stock  markets.  Market risk will affect the Fund's net
asset  value per  share,  which  will  fluctuate  as the  values of the Fund's
portfolio  securities  change. The prices of individual stocks do not all move
in the same direction  uniformly or at the same time.  Different stock markets
may behave differently from each other.

     Other  factors  can  affect  a  particular  stock's  price,  such as poor
earnings  reports by the issuer,  loss of major  customers,  major  litigation
against the issuer, or changes in government  regulations affecting the issuer
or its industry.

The Manager may increase the relative emphasis of the Fund's  investments in a
particular  industry  from time to time.  Stocks of  issuers  in a  particular
industry  may be  affected  by  changes  in  economic  conditions,  changes in
government regulations,  availability of basic resources or supplies, or other
events that  affect that  industry  more than  others.  To the extent that the
Fund  increases  the  relative  emphasis of its  investments  in a  particular
industry,  its share values may fluctuate in response to events affecting that
industry.

     HOW RISKY IS THE FUND OVERALL?  The risks described above collectively
form the overall risk profile of the Fund, and can affect the value of the
Fund's investments, its investment performance and its prices per share.
Particular investments and investment strategies also have risks.  These
risks mean that you can lose money by investing in the Fund. When you redeem
your shares, they may be worth more or less than what you paid for them.
There is no assurance that the Fund will achieve its investment objective.

     In the short term, the stock markets can be volatile, and the price of
the Fund's shares can go up and down substantially. Growth stocks may be more
volatile than other equity investments. The Fund generally does not use
income-oriented investments to help cushion the Fund's total return from
changes in stock prices. In the OppenheimerFunds spectrum, the Fund is
generally more aggressive than funds that invest in both stocks and bonds or
in investment grade debt securities, but may be less volatile than small-cap
and emerging markets stock funds.

An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.


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 ten calendar years and by showing how
the average annual total returns of the Fund's shares compare to those of a
broad-based market index. The Fund's past investment performance is not
necessarily an indication of how the Fund will perform in the future.

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

[See appendix to prospectus for data in bar chart showing annual total
returns]

For the period from 1/1/00 through 9/30/00, the cumulative return (not
annualized) for Class A shares was 19.34%. Sales charges are not included in
the calculations of return in this bar chart, and if those charges were
included, the returns would be less than those shown.
During the period shown in the bar chart, the highest return (not annualized)
for a calendar quarter was 30.16% (4Q'99) and the lowest return (not
annualized) for a calendar quarter was (18.35)% (3Q'90).







                                                    5 Years        10 Years
Average Annual Total Returns                      (or life of    (or life of
for the periods ended December        1 Year         class,         class,
31, 1999                                            if less)       if less)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class A Shares (inception             38.30%         24.74%         17.59%
3/15/73)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
S&P 500 Index                         19.53%         26.18%        15.31%1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class B Shares (inception             40.57%         24.99%         20.35%
8/17/93)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class C Shares (inception             44.60%         22.48%          N/A
11/1/95)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class Y Shares (inception 6/1/94)     47.10%         26.47%         23.63%
----------------------------------

1.   From 12/31/89.
The Fund's average annual total returns include the applicable sales charge:
for Class A, the current maximum initial sales charge of 5.75%; for Class B,
the contingent deferred sales charges of 5% (1-year), 2% (5-year) and 1%
(life of class) (because Class B shares convert to Class A shares 72 months
after purchase, the "life of class" return for Class B uses Class A
performance for the period after conversion); for Class C, the 1% contingent
deferred sales charge for the 1-year period. There is no sales charge for
Class Y shares. Because Class N shares were not offered for sale during the
Fund's fiscal year ended August 31, 2000, no performance information is
included in the table above for Class N shares.
The returns measure the performance of a hypothetical account and assume that
all dividends and capital gains distributions have been reinvested in
additional shares. The Fund's performance is compared to the S&P 500 Index,
an unmanaged index of equity securities.  The index performance reflects the
reinvestment of income but does not consider the effects of capital gains or
transaction costs.  The Fund's investments vary from the securities in the
index.

Fees and Expenses of the Fund

The Fund pays a variety of expenses  directly  for  management  of its assets,
administration,   distribution  of  its  shares  and  other  services.   Those
expenses are  subtracted  from the Fund's  assets to calculate  the Fund's net
asset  value  per  share.  All  shareholders   therefore  pay  those  expenses
indirectly.  Shareholders pay other expenses  directly,  such as sales charges
and account  transaction  charges.  The following tables are meant to help you
understand  the fees and  expenses  you may pay if you buy and hold  shares of
the Fund.  The  numbers  below are based on the  Fund's  expenses  during  its
fiscal  year ended  August  31,  2000,  except  that the  numbers  for Class N
shares,  which is a new class of shares,  are based on the Fund's  anticipated
expenses for Class N shares during the coming year.

Shareholder Fees (charges paid directly from your investment):

 ------------------------------------
                                     Class A Class B  Class C Class N  Class Y
                                     Shares   Shares  Shares   Shares  Shares
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Maximum Sales Charge (Load) on
 Purchases (as % of offering price)   5.75%    None    None     None    None
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Maximum Deferred Sales Charge
 (Load)
 (as % of the lower of the original   None1    5%2      1%3     1%4     None
 offering
 price or redemption proceeds)
 ------------------------------------

  1. A contingent deferred sales charge may apply to redemptions of
  investments of $1 million or more ($500,000 for retirement plan accounts)
  of Class A shares. See "How to Buy Shares" for details.
  2. Applies to redemptions in first year after purchase. The contingent
  deferred sales charge declines to 1% in the sixth year and is eliminated
  after that.
  3. Applies to shares redeemed within twelve (12) months of purchase.
  4. Applies to shares redeemed within eighteen (18) months of retirement
  plan's first purchase of Class N shares.

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

 -------------------------------
                                 Class A  Class B   Class C  Class N  Class Y
                                 Shares    Shares   Shares    Shares   Shares
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Management Fees                  0.61%    0.61%     0.61%    0.61%    0.61%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Distribution and/or Service      0.23%    1.00%     1.00%    0.50%     N/A
 (12b-1) Fees
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Other Expenses                   0.17%    0.17%     0.17%    0.12%    0.12%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Total Annual Operating           1.01%    1.78%     1.78%    1.23%    0.73%
 Expenses
 -------------------------------

 Expenses may vary in future years.  "Other expenses" include transfer
 agent fees, custodial expenses, and accounting and legal expenses the Fund
 pays. Class N shares were not offered for sale during the Fund's last
 fiscal year. The expenses above for Class N shares are based on the
 anticipated expenses for that class of shares for the current fiscal year.

EXAMPLES.  The following examples are intended to help you compare the cost
of investing in the Fund with the cost of investing in other mutual funds.
The examples assume that you invest $10,000 in a class of shares of the Fund
for the time periods indicated and reinvest your dividends and distributions.

      The first example assumes that you redeem all of your shares at the end
of those periods. The second example assumes that you keep your shares. Both
examples also assume that your investment has a 5% return each year and that
the class' 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:

 ----------------------------------
 If shares are redeemed:           1 Year     3 Years    5 Years   10 Years(1)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class A Shares                    $672       $878       $1,101    $1,740
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class B Shares                    $681       $860       $1,164    $1,705
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class C Shares                    $281       $560       $964      $2,095
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class N Shares                    $225       $390       $676      $1,489
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class Y Shares                    $75        $233       $406      $906
 ----------------------------------

 If shares are not redeemed:       1 Year     3 Years    5 Years   10 Years(1)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class A Shares                    $672       $878       $1,101    $1,740
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class B Shares                    $181       $560       $964      $1,705
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class C Shares                    $181       $560       $964      $2,095
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class N Shares                    $125       $390       $676      $1,489
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class Y Shares                    $75        $233       $406      $906
 ----------------------------------

 In the first example, expenses include the initial sales charge for Class A
 and the applicable Class B, Class C or Class N contingent deferred sales
 charges.  In the second example, the Class A expenses include the sales
 charge, but Class B, Class C and Class N expenses do not include the
 contingent deferred sales charges.
 1. Class B expenses for years 7 through 10 are based on Class A expenses,
 since Class B shares automatically convert to Class A after 6 years.


About the Fund's Investments
THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's
portfolio among different investments will vary over time based on the
Manager's evaluation of economic and market trends. The Fund's portfolio
might not always include all of the different types of investments described
below. The Statement of Additional Information contains more detailed
information about the Fund's investment policies and risks.

     The Manager  tries to reduce  risks by carefully  researching  securities
before they are purchased.  The Fund attempts to reduce its exposure to market
risks by diversifying its  investments,  that is, by not holding a substantial
amount  of  stock  of any  one  company  and  by not  investing  too  great  a
percentage  of the Fund's assets in any one company.  Also,  the Fund does not
concentrate 25% or more of its assets in investments in any one industry.

     However,  changes in the overall market prices of securities can occur at
any time.  The share  prices of the Fund will change daily based on changes in
market prices of  securities  and market  conditions  and in response to other
economic events.

Stock Investments. The Fund currently focuses on larger, more established
     U.S. growth companies that exhibit strong internal revenue growth.
     Growth companies, for example, may be developing new products or
     services, or they may be expanding into new markets for their products.
     Newer growth companies tend to retain a large part of their earnings for
     research, development or investment in capital assets. Therefore, they
     do not tend to emphasize paying dividends and may not pay any dividends
     for some time. The Manager looks for stocks of growth companies for the
     Fund's portfolio that the Manager believes will increase in value over
     time.

      The Fund does not limit  its  investments  to  issuers  in a  particular
market  capitalization  range or  ranges,  although  it  currently  focuses on
large-cap and mid-cap  issuers.  "Market  capitalization"  refers to the total
market  value of an  issuer's  common  stock.  The stock  prices of  large-cap
issuers  tend to be less  volatile  than the prices of mid-cap  and  small-cap
companies  in the short  term,  but these  companies  may not  afford the same
growth opportunities as mid-cap and small-cap companies.

Industry Focus.  Stocks of issuers in a particular  industry might be affected
     by  changes  in  economic   conditions   or  by  changes  in   government
     regulations,  availability  of  basic  resources  or  supplies,  or other
     events that affect that  industry  more than  others.  To the extent that
     the Fund has a greater emphasis on investments in a particular  industry,
     its share  values may  fluctuate  in  response to events  affecting  that
     industry.

Portfolio Turnover. A change in the securities held by the Fund is known as
     "portfolio turnover". The Fund may engage in short-term trading to try
     to achieve its objective. It might have a turnover rate in excess of
     100% annually. Portfolio turnover affects brokerage costs the Fund pays.
     If the Fund realizes capital gains when it sells its portfolio
     investments, it must generally pay those gains out to the shareholders,
     increasing their taxable distributions. The Financial Highlights table
     at the end of this Prospectus shows the Fund's portfolio turnover rate
     during past fiscal years.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE?  The Fund's Board of
     Trustees can change non-fundamental investment 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 objective is a fundamental policy. Other 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 the different types of techniques and investments  described
below. These techniques have risks,  although some are designed to help reduce
overall investment or market risks.

Other  Equity  Securities.  While the Fund  emphasizes  investments  in common
     stocks, it can also buy preferred stocks and securities  convertible into
     common stock.  The Manager  considers some  convertible  securities to be
     "equity  equivalents"  because of the conversion feature and in that case
     their rating has less impact on the  Manager's  investment  decision than
     in the case of other debt securities.

Risks of Foreign Investing.   The  Fund  can  buy  foreign   equity  and  debt
     securities.   The  Fund  currently  limits  its  investments  in  foreign
     securities to not more than 10% of its total assets,  although it has the
     ability to invest up to 25% of its total assets.

     While foreign  securities offer special  investment  opportunities,  they
     also have  special  risks.  The  change  in value of a  foreign  currency
     against the U.S.  dollar will result in a change in the U.S. dollar value
     of securities  denominated in that foreign currency.  Foreign issuers are
     not subject to the same  accounting and disclosure  requirements to which
     U.S.  companies  are  subject.  The value of foreign  investments  may be
     affected   by   exchange    control    regulations,    expropriation   or
     nationalization  of  a  company's  assets,   foreign  taxes,   delays  in
     settlement of transactions,  changes in governmental economic or monetary
     policy in the U.S. or abroad, or other political and economic factors.

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 federal  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.  The Board can increase that
     limit to 15%. Certain restricted  securities that are eligible for resale
     to qualified  institutional  purchasers may not be subject to that limit.
     The Manager monitors holdings of illiquid  securities on an ongoing basis
     to determine whether to sell any holdings to maintain adequate liquidity.

Derivative Investments.  The Fund can invest in a number of different kinds of
     "derivative"  investments.  In general terms, a derivative  investment is
     an  investment  contract  whose value depends on (or is derived from) the
     value of an underlying  asset,  interest  rate or index.  In the broadest
     sense,  options,  futures  contracts,  and other hedging  instruments the
     Fund might use may be considered  "derivative"  investments.  In addition
     to using  derivatives  for hedging,  the Fund might use other  derivative
     investments  because they offer the potential for  increased  value.  The
     Fund  currently does not use  derivatives to a significant  degree and is
     not required to use them in seeking its objective.

     Derivatives  have risks. If the issuer of the derivative  investment does
     not pay the amount due,  the Fund can lose money on the  investment.  The
     underlying  security or investment  on which a derivative  is based,  and
     the derivative  itself,  may not perform the way the Manager  expected it
     to. As a result of these risks the Fund could  realize less  principal or
     income  from  the  investment   than  expected  or  its  hedge  might  be
     unsuccessful.  As a result,  the Fund's share prices could fall.  Certain
     derivative investments held by the Fund might be illiquid.

  o  Hedging.  The  Fund  can buy and  sell  futures  contracts,  put and call
     options,  and forward  contracts.  These are all  referred to as "hedging
     instruments."  The Fund does not  currently  use hedging  extensively  or
     for  speculative   purposes.   It  has  limits  on  its  use  of  hedging
     instruments and is not required to use them in seeking its objective.

     Some of these strategies  would hedge the Fund's portfolio  against price
     fluctuations.  Other hedging strategies,  such as buying futures and call
     options,  would tend to increase  the Fund's  exposure to the  securities
     market.

     There are also special risks in particular hedging strategies.  Options
     trading involves the payment of premiums and can increase portfolio
     turnover.  If the Manager used a hedging instrument at the wrong time or
     judged market conditions incorrectly, the strategy could reduce the
     Fund's return.

Temporary  Defensive  Investments.  In times of  unstable  adverse  market  or
     economic  conditions,  the Fund can  invest  up to 100% of its  assets in
     temporary   defensive   investments.   Generally   they   would  be  cash
     equivalents  (such  as  commercial  paper),   money  market  instruments,
     short-term debt securities,  U.S.  government  securities,  or repurchase
     agreements and may include other investment  grade debt  securities.  The
     Fund could also hold these types of securities  pending the investment of
     proceeds from the sale of Fund shares or portfolio  securities or to meet
     anticipated  redemptions  of Fund shares.  To the extent the Fund invests
     defensively  in these  securities,  it might not achieve  its  investment
     objective of capital appreciation.

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 Trustees, under an investment
advisory agreement that 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 been an investment adviser since January 1960.  The
Manager (including subsidiaries) managed more than $125 billion in assets as
of November 30, 2000, including other Oppenheimer funds with more than 5
million shareholder accounts.  The Manager is located at Two World Trade
Center, 34th Floor, New York, New York 10048-0203.

Portfolio Manager. The Fund's portfolio manager is Bruce Bartlett, who is the
     person primarily responsible for the day-to-day management of the Fund's
     portfolio. Mr. Bartlett is a Vice President of the Fund and of the
     Manager and is a portfolio manager of other Oppenheimer funds. Mr.
     Bartlett became the Fund's portfolio manager on December 22, 1998. Prior
     to joining the Manager in April, 1995, Mr. Bartlett was a Vice President
     and Senior Portfolio Manager with First of America Investment
     Corporation.

Advisory Fees.  Under the investment advisory agreement, the Fund pays the
     Manager an advisory fee at an annual rate that declines as the Fund's
     assets grow: 0.75% of the first $200 million of average annual net
     assets of the Fund, 0.72% of the next $200 million, 0.69% of the next
     $200 million; 0.66% of the next $200 million; 0.60% of the next $700
     million; 0.58% of the next $1.0 billion; 0.56% of the next $2.0 billion,
     and 0.54% of the average annual net assets in excess of $4.5 billion.
     The Fund's management fee for its fiscal year ended August 31, 2000 was
     0.61% of average annual net assets for each class of shares.


ABOUT YOUR ACCOUNT

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

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.
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.  Before sending a wire, call the Distributor's Wire Department
     at 1.800.525.7048 to notify the Distributor of the wire, and to receive
     further instructions.
  o  Buying Shares Through OppenheimerFunds AccountLink.  With AccountLink,
     you pay shares by electronic funds transfer from your bank account.
     Shares are purchased for your account by a transfer of money from your
     bank 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 (and up to four other Oppenheimer funds) automatically each
     month from your account at a bank or other financial institution under
     an Asset Builder Plan with AccountLink. Details are in the Asset Builder
     Application and the Statement of Additional Information.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial
investment of $1,000. You can make additional investments at any time with as
little as $25. There are reduced minimum investments under special investment
plans.
  o  With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and
     military allotment plans, you can make initial and subsequent
     investments for as little as $25. You can make additional purchases of
     at least $25 through AccountLink.
  o  Under retirement plans, such as IRAs, pension and profit-sharing plans
     and 401(k) plans, you can start your account with as little as $250. If
     your IRA is started under an Asset Builder Plan, the $25 minimum
     applies. Additional purchases may be as little as $25.
  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 plus any initial sales charge that applies.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the
Distributor receives the purchase order at its offices in Colorado, or after
any agent appointed by the Distributor receives the order and sends it to the
Distributor.

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

     The net asset value per share is determined by dividing the value of the
     Fund's net assets attributable to a class by the number of shares of
     that class that are outstanding.  To determine net asset value, the
     Fund's Board of Trustees has established procedures to value the Fund's
     securities, in general based on market value.  The Board has adopted
     special procedures for valuing illiquid and restricted securities and
     obligations for which market values cannot be readily obtained. Because
     foreign securities trade in markets and exchanges that operate on
     holidays and weekends, the value of the Fund's foreign investments might
     change significantly on days when investors cannot buy or redeem Fund
     shares.
The Offering Price. To receive the offering price for a particular day, in
     most cases the Distributor or its designated agent must receive your
     order by the time of day The New York Stock Exchange closes that day. If
     your order is received on a day when the Exchange is closed or after it
     has closed, the order will receive the next offering price that is
     determined after your order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer must
     receive the order by the close of The New York Stock Exchange and
     transmit it to the Distributor so that it is received before the
     Distributor's close of business on a regular business day (normally 5:00
     P.M.) to receive that day's offering price. Otherwise, the order will
     receive the next offering price that is determined.








------------------------------------------------------------------------------
WHAT CLASSES OF SHARES DOES THE FUND OFFER?  The Fund offers investors five
(5) 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 will likely 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, you pay an initial sales charge
     (on investments up to $1 million for regular accounts or $500,000 for
     certain retirement plans).  The amount of that sales charge will vary
     depending on the amount you invest. The sales charge rates are listed in
     "How Can I Buy Class A Shares?" below.
------------------------------------------------------------------------------
Class B Shares.  If you buy Class B shares, you pay no sales charge at the
     time of purchase, but you will pay an annual asset-based sales charge,
     and if you sell your shares within six years of buying them, you will
     normally pay a contingent deferred sales charge. That contingent
     deferred sales charge varies depending on how long you own your shares,
     as described in "How Can I Buy Class B Shares?" below.
------------------------------------------------------------------------------
Class C Shares.  If you buy Class C shares, you pay no sales charge at the
     time of purchase, but you will pay an annual asset-based sales charge,
     and if you sell your shares within 12 months of buying them, you will
     normally pay a contingent deferred sales charge of 1%, as described in
     "How Can I Buy Class C Shares?" below.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class N Shares.  Class N shares are offered only through retirement plans
     (including IRAs and 403(b) plans) that purchase $500,000 or more of
     Class N shares of one or more Oppenheimer funds or through retirement
     plans (not including IRAs and 403(b) plans) that have assets of $500,000
     or more or 100 or more eligible plan participants.  Non-retirement plan
     investors cannot buy Class N shares directly.  If you buy Class N
     shares, you pay no sales charge at the time of purchase, but you will
     pay an annual asset-based sales charge.  If you sell your shares within
     eighteen (18) months of the retirement plan's first purchase of Class N
     shares, you may pay a contingent deferred sales charge of 1.0%, as
     described in "How Can You Buy Class N Shares?" below.
------------------------------------------------------------------------------
Class Y Shares.  Class Y shares are offered only to certain institutional
     investors that have special agreements with the Distributor.

WHICH CLASS OF SHARES SHOULD YOU CHOOSE?  Once you decide that the Fund is an
appropriate investment for you, the decision as to which class of shares is
best suited to your needs depends on a number of factors that you should
discuss with your financial advisor.  Some factors to consider are how much
you plan to invest and how long you plan to hold your investment.  If your
goals and objectives change over time and you plan to purchase additional
shares, you should re-evaluate those factors to see if you should consider
another class of shares. The Fund's operating costs that apply to a class of
shares and the effect of the different types of sales charges on your
investment will vary your investment results over time.

     The discussion below is not intended to be investment advice or a
recommendation, because each investor's financial considerations are
different.  The discussion below assumes that you will purchase only one
class of shares and not a combination of shares of different classes. Of
course, these examples are based on approximations of the effects of current
sales charges and expenses projected over time, and do not detail all of the
considerations in selecting a class of shares.  You should analyze your
options carefully with your financial advisor before making that choice.

How Long Do You Expect to Hold Your Investment?  While future financial needs
     cannot be predicted with certainty, knowing how long you expect to hold
     your investment will assist you in selecting the appropriate class of
     shares.  Because of the effect of class-based expenses, your choice will
     also depend on how much you plan to invest.  For example, the reduced
     sales charges available for larger purchases of Class A shares may, over
     time, offset the effect of paying an initial sales charge on your
     investment, compared to the effect over time of higher class-based
     expenses on shares of Class B, Class C or Class N.

  o  Investing for the Shorter Term. While the Fund is meant to be a
     long-term investment, if you have a relatively short-term investment
     horizon (that is, you plan to hold your shares for not more than six
     years), you should probably consider purchasing Class A or Class C
     shares rather than Class B shares. That is because of the effect of the
     Class B contingent deferred sales charge if you redeem within six years,
     as well as the effect of the Class B asset-based sales charge on the
     investment return for that class in the short-term.  Class C shares
     might be the appropriate choice (especially for investments of less than
     $100,000), because there is no initial sales charge on Class C shares,
     and the contingent deferred sales charge does not apply to amounts you
     sell after holding them one year.

     However, if you plan to invest more than $100,000 for the shorter term,
     then as your investment horizon increases toward six years, Class C
     shares might not be as advantageous as Class A shares.  That is because
     the annual asset-based sales charge on Class C shares will have a
     greater impact on your account over the longer term than the reduced
     front-end sales charge available for larger purchases of Class A shares.

     And for investors who invest $1 million or more, in most cases Class A
     shares will be the most advantageous choice, no matter how long you
     intend to hold your shares.  For that reason, the Distributor normally
     will not accept purchase orders of $500,000 or more of Class B shares or
     $1 million or more of Class C shares from a single investor.

  o  Investing for the Longer Term. If you are investing less than $100,000
     for the longer-term, for example for retirement, and do not expect to
     need access to your money for seven years or more, Class B shares may be
     appropriate.

Are There Differences in Account Features That Matter to You?  Some account
     features may not be available to Class B, Class C or Class N
     shareholders. Other features may not be advisable (because of the effect
     of the contingent deferred sales charge) for Class B, Class C or Class N
     shareholders. Therefore, you should carefully review how you plan to use
     your investment account before deciding which class of shares to buy.

     Additionally, the dividends payable to Class B, Class C and Class N
     shareholders will be reduced by the additional expenses borne by those
     classes that are not borne by Class A shares, such as the Class B, Class
     C and Class N asset-based sales charge described below and in the
     Statement of Additional Information.  Share certificates are not
     available for Class B, Class C and Class N shares, and if you are
     considering using your shares as collateral for a loan, that may be a
     factor to consider.

How Do Share Classes Affect Payments to My Broker?  A financial adviser may
     receive different compensation for selling one class of shares than for
     selling another class.  It is important to remember that Class B, Class
     C and Class N contingent deferred sales charges and asset-based sales
     charges have the same purpose as the front-end sales charge on sales of
     Class A shares: to compensate the Distributor for commissions and
     expenses it pays to dealers and financial institutions for selling
     shares. The Distributor may pay additional compensation from its own
     resources to securities dealers or financial institutions based upon the
     value of shares of the Fund owned by the dealer or financial institution
     for its
     own account or for its customers.

SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix B to the Statement of
Additional Information details the conditions for the waiver of sales charges
that apply in certain cases, and the special sales charge rates that apply to
purchases of shares of the Fund by certain groups, or under specified
retirement plan arrangements or in other special types of transactions. To
receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming
shares that the special conditions apply.

HOW CAN YOU BUY CLASS A SHARES? Class A shares are sold at their offering
price, which is normally net asset value plus an initial sales charge.
However, in some cases, described below, purchases are not subject to an
initial sales charge, and the offering price will be the net asset value. In
other cases, reduced sales charges may be available, as described below or in
the Statement of Additional Information.  Out of the amount you invest, the
Fund receives the net asset value to invest for your account.

     The sales charge varies depending on the amount of your purchase.  A
portion of the sales charge may be retained by the Distributor or allocated
to your dealer as commission. The Distributor reserves the right to reallow
the entire commission to dealers. The current sales charge rates and
commissions paid to dealers and brokers are as follows:

-------------------------------------------------------------------------------
                                   Front-End    Front-End Sales
                                     Sales        Charge As a    Commission As
                                  Charge As a    Percentage of   Percentage of
Amount of Purchase               Percentage of        Net          Offering
                                 Offering Price Amount Invested      Price
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Less than $25,000                    5.75%           6.10%           4.75%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$25,000 or more but less than        5.50%           5.82%           4.75%
$50,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$50,000 or more but less than        4.75%           4.99%           4.00%
$100,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$100,000 or more but less than       3.75%           3.90%           3.00%
$250,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$250,000 or more but less than       2.50%           2.56%           2.00%
$500,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$500,000 or more but less than       2.00%           2.04%           1.60%
$1 million
-------------------------------------------------------------------------------

Class A Contingent  Deferred  Sales  Charge.  There is no initial sales charge
     on  purchases  of  Class A shares  of any one or more of the  Oppenheimer
     funds  aggregating  $1  million  or  more  or for  certain  purchases  by
     particular  types of  retirement  plans  described in the Appendix to the
     Statement of  Additional  Information.  The  Distributor  pays dealers of
     record  commissions in an amount equal to 1.0% of purchases of $1 million
     or more other than by those  retirement  accounts.  For those  retirement
     plan  accounts,  the  commission is 1.0% of the first $2.5 million,  plus
     0.50% of the next $2.5 million,  plus 0.25% of purchases over $5 million,
     based on cumulative  purchases during the prior 12 months ending with the
     current  purchase.  In either case, the  commission  will be paid only on
     purchases  that were not previously  subject to a front-end  sales charge
     and dealer commission.1 That  commission 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  of Class C shares of one or more  Oppenheimer  funds  held by
     the plan for more than one year.
     If you redeem any of those shares within an 18 month "holding period"
     measured from the end of the calendar month of their purchase, a
     contingent deferred sales charge (called the "Class A contingent
     deferred sales charge") may be deducted from the redemption proceeds.
     That sales charge will be equal to 1.0% of the lesser of (1) the
     aggregate net asset value of the redeemed shares at the time of
     redemption (excluding shares purchased by reinvestment of dividends or
     capital gain distributions) or (2) the original net asset value of the
     redeemed shares.  However, the Class A contingent deferred sales charge
     will not exceed the aggregate amount of the commissions the Distributor
     paid to your dealer on all purchases of Class A shares of all
     Oppenheimer funds you made that were subject to the Class A contingent
     deferred sales charge.

Can You Reduce Class A Sales Charges? You may be eligible to buy Class A
shares at reduced sales charge rates under the Fund's "Right of Accumulation"
or a Letter of Intent, as described in "Reduced Sales Charges" in the
Statement of Additional Information:

HOW CAN YOU BUY CLASS B SHARES?  Class B shares are sold at net asset value
per share without an initial sales charge.  However, if Class B shares are
redeemed within 6 years of the end of the calendar month of their purchase, a
contingent deferred sales charge will be deducted from the redemption
proceeds. The Class B contingent deferred sales charge is paid to compensate
the Distributor for its expenses of providing distribution-related services
to the Fund in connection with the sale of Class B shares.

     The amount of the contingent deferred sales charge will depend on the
     number of years since you invested and the dollar amount being redeemed,
     according to the following schedule for the Class B contingent deferred
     sales charge holding period:

                                        Contingent Deferred Sales Charge on
 Years Since Beginning of Month in      Redemptions in That Year
 Which                                  (As % of Amount Subject to Charge)
 Purchase Order was Accepted
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 0 - 1                                  5.0%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 1 - 2                                  4.0%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 2 - 3                                  3.0%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 3 - 4                                  3.0%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 4 - 5                                  2.0%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 5 - 6                                  1.0%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 6 and following                        None
 ---------------------------------------

  In the table, a "year" is a 12-month period. In applying the contingent
  deferred sales charge, all purchases are considered to have been made on
  the first regular business day of the month in which the purchase was
  made.

Automatic Conversion of Class B Shares. Class B shares automatically convert
     to Class A shares 72 months after you purchase them. This conversion
     feature relieves Class B shareholders of the asset-based sales charge
     that applies to Class B shares under the Class B Distribution and
     Service Plan, described below. The conversion is based on the relative
     net asset value of the two classes, and no sales load or other charge is
     imposed. When any Class B shares you hold convert, a prorated portion of
     your Class B shares that were acquired by reinvesting dividends and
     distributions on the converted shares will also convert to Class A
     shares.  For further information on the conversion feature and its tax
     implications, see "Class B Conversion" in the Statement of Additional
     Information.
HOW CAN YOU BUY CLASS C SHARES? Class C shares are sold at net asset value
per share without an initial sales charge. However, if Class C shares are
redeemed within a holding period of 12 months from the end of the calendar
month of their purchase, a contingent deferred sales charge of 1.0% will be
deducted from the redemption proceeds. The Class C contingent deferred sales
charge is paid to compensate the Distributor for its expenses of providing
distribution-related services to the Fund in connection with the sale of
Class C shares.

HOW CAN YOU BUY  CLASS N  SHARES?  Class N shares  are  offered  only  through
retirement plans  (including IRAs and 403(b) plans) that purchase  $500,000 or
more of Class N shares of one or more Oppenheimer funds or through  retirement
plans (not  including  IRAs and 403(b)  plans) that have assets of $500,000 or
more or 100 or  more  eligible  participants.  Non-retirement  plan  investors
cannot buy Class N shares directly.

A contingent deferred sales charge of 1.0% will be imposed if:

o     The retirement  plan (not including IRAs and 403(b) plans) is terminated
            or Class N shares of all  Oppenheimer  funds are  terminated as an
            investment  option  of the plan and  Class N shares  are  redeemed
            within  18 months  after  the  plan's  first  purchase  of Class N
            shares of any Oppenheimer fund, or

o     With respect to an individual  retirement  plan or 403(b) plan,  Class N
            shares are redeemed  within 18 months of the plan's first purchase
            of Class N shares of any Oppenheimer fund.

      Retirement  plans that offer  Class N shares may impose  charges on plan
participant  accounts.  The  procedures  for buying,  selling,  exchanging and
transferring  the Fund's  other  classes of shares  (other than the time those
orders must be received by the  Distributor or Transfer Agent in Colorado) and
the special account  features  applicable to purchasers of those other classes
of  shares  described  elsewhere  in this  prospectus  do not apply to Class N
shares offered through a group retirement  plan.  Instructions for purchasing,
redeeming,  exchanging or transferring  Class N shares offered through a group
retirement  plan must be submitted by the plan, not by plan  participants  for
whose benefit the shares are held.

WHO CAN BUY CLASS Y SHARES?  Class Y shares are sold at net asset value per
share without sales charge directly to certain institutional investors that
have special agreements with the Distributor for this purpose.  They may
include insurance companies, registered investment companies and employee
benefit plans.  For example, Massachusetts Mutual Life Insurance Company, an
affiliate of the Manager, may purchase Class Y shares of the Fund and other
Oppenheimer funds (as well as Class Y shares of funds advised by MassMutual)
for asset allocation programs, investment companies or separate investment
accounts it sponsors and offers to its customers.  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 other classes of shares
(other than the time those orders must be received by the Distributor or
Transfer Agent) and the special account features available to purchasers of
those other classes of shares described elsewhere in this Prospectus do not
apply to Class Y shares.  Instructions for purchasing, redeeming, exchanging
or transferring Class Y shares must be submitted by the institutional
investor, not by its customers for whose benefit the shares are held.

DISTRIBUTION AND SERVICE (12B-1) PLANS.
Service Plan for Class A Shares.  The Fund has adopted a Service Plan for
     Class A shares. It reimburses the Distributor for a portion of its costs
     incurred for services provided to accounts that hold Class A shares.
     Reimbursement is made quarterly at an annual rate of up to 0.25% of the
     average annual net assets of Class A shares of the Fund. The Distributor
     currently uses all of those fees to compensate dealers, brokers, banks
     and other financial institutions quarterly for providing personal
     service and maintenance of accounts of their customers that hold Class A
     shares.

Distribution and Service Plans for Class B, Class C and Class N Shares.  The
     Fund has adopted Distribution and Service Plans for Class B, Class C and
     Class N shares to pay the Distributor for its services and costs in
     distributing Class B, Class C and Class N shares and servicing
     accounts.  Under the plans, the Fund pays the Distributor an annual
     asset-based sales charge of 0.75% per year on Class B shares and on
     Class C shares and 0.25% per year on Class N shares. The Distributor
     also receives a service fee of 0.25% per year under each plan.

     The asset-based sales charge and service fees increase Class B and Class
     C expenses by up to 1.00% and increase Class N expenses by up to 0.50%
     of the net assets per year of the respective class. Because these fees
     are paid out of the Fund's assets on an on-going basis, over time these
     fees will increase the cost of your investment and may cost you more
     than other types of sales charges.

     The Distributor uses the service fees to compensate dealers for
     providing personal services for accounts that hold Class B, Class C or
     Class N shares.  The Distributor pays the 0.25% service fees to dealers
     in advance for the first year after the shares are sold by the dealer.
     After the shares have been held for a year, the Distributor pays the
     service fees to dealers on a quarterly basis.

     The Distributor currently pays a sales concession of 3.75% of the
     purchase price of Class B shares to dealers from its own resources at
     the time of sale.  Including the advance of the service fee, the total
     amount paid by the Distributor to the dealer at the time of sale of
     Class B shares is therefore 4.00% of the purchase price.  The
     Distributor retains the Class B asset-based sales charge.

     The Distributor currently pays a sales concession of 0.75% of the
     purchase price of Class C shares to dealers from its own resources at
     the time of sale.  Including the advance of the service fee, the total
     amount paid by the Distributor to the dealer at the time of sale of
     Class C shares is therefore 1.00% of the purchase price.  The
     Distributor pays the asset-based sales charge as an ongoing commission
     to the dealer on Class C shares that have been outstanding for a year or
     more.

     The  Distributor  currently  pays a  sales  concession  of  0.75%  of the
     purchase  price of Class N shares to dealers  from its own  resources  at
     the time of sale.  Including  the advance of the service  fee,  the total
     amount  paid by the  Distributor  to the  dealer  at the  time of sale of
     Class  N  shares  is  therefore   1.00%  of  the  purchase   price.   The
     Distributor retains the asset-based sales charge on Class N shares.

Special Investor Services
ACCOUNTLINK.  You can use our AccountLink feature to link your Fund account
with an account at a U.S. bank or other financial institution.  It must be an
Automated Clearing House (ACH) member.  AccountLink lets you:
  o  transmit funds electronically to purchase shares by telephone (through a
     service representative or by PhoneLink) or automatically under Asset
     Builder Plans, or
  o  have the Transfer Agent send redemption proceeds or transmit dividends
     and distributions directly to your bank account. Please call the
     Transfer Agent for more information.
     You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1.800.852.8457. The purchase payment
will be debited from your bank account.

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the special PhoneLink number, 1.800.533.3310.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by
     phone, by calling 1.800.533.3310. You must have established AccountLink
     privileges to link your bank account with the Fund to pay for these
     purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described
     below, you can exchange shares automatically by phone from your Fund
     account to another 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 1.800.525.7048 for information about which transactions may be
handled this way. Transaction requests submitted by fax are subject to the
same rules and restrictions as written and telephone requests described in
this Prospectus.

OPPENHEIMERFUNDS INTERNET WEB SITE. You can obtain information about the
Fund, as well as your account balance, on the OppenheimerFunds Internet web
site, at http://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 web site.  To perform
account transactions, you must first obtain a personal identification number
(PIN) by calling the Transfer Agent at 1.800.533.3310.  If you do not want to
have Internet account transaction capability for your account, please call
the Transfer Agent at 1.800.525.7048.  At times, the web site 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 Class A or Class B
shares of the Fund, you have up to 6 months to reinvest all or part of the
redemption proceeds in Class A shares of the Fund or other Oppenheimer funds
without paying a sales charge.  This privilege applies only to Class A shares
that you purchased subject to an initial sales charge and to Class A or Class
B shares on which you paid a contingent deferred sales charge when you
redeemed them. This privilege does not apply to Class C, Class N or 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, rollover IRAs and Education IRAs.

SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small business
owners or self-employed individuals.

403(b)(7) Custodial Plans. These are tax deferred plans for employees of
eligible tax-exempt organizations, such as schools, hospitals and charitable
organizations.

401(k) Plans. These are special retirement plans for businesses.

Pension and Profit-Sharing Plans. These plans are designed for businesses and
self-employed individuals.

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

How to Sell Shares

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

Certain Requests Require a Signature Guarantee.  To protect you and the Fund
     from fraud, the following redemption requests must be in writing and
     must include a signature guarantee (although there may be other
     situations that also require a signature guarantee):

  o  You wish to redeem more than $100,000 or more and receive a check
  o  The redemption check is not payable to all shareholders listed on the
account statement
  o  The redemption check is not sent to the address of record on your
account statement
  o  Shares are being transferred to a Fund account with a different owner or
name
  o  Shares are being redeemed by someone (such as an Executor) other than
the owners

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,
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.

HOW DO YOU SELL SHARES BY MAIL? Write a letter of instructions 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            Send courier or express mail
requests by 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 New York Stock Exchange
that day, which is normally 4:00 P.M., but may be earlier on some days.  You
may not redeem shares held in an OppenheimerFunds retirement plan account or
under a share certificate by telephone.

o     To redeem shares through a service representative, call 1.800.852.8457
o     To redeem shares automatically on PhoneLink, call 1.800.533.3310

      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?

o         Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed
        by telephone in any 7-day period.  The check must be payable to all
        owners of record of the shares and must be sent to the address on the
        account statement.  This service is not available within 30 days of
        changing the address on an account.
o          Telephone Redemptions Through AccountLink. There are no dollar
        limits on telephone redemption proceeds sent to a bank account
        designated when you establish AccountLink.  Normally the ACH transfer
        to your bank is initiated on the business day after the redemption.
        You do not receive dividends on the proceeds of the shares you
        redeemed while they are waiting to be transferred.

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.

HOW  CONTINGENT  DEFERRED SALES CHARGES  AFFECT  REDEMPTIONS.  If you purchase
shares  subject to a Class A, Class B, Class C or Class N contingent  deferred
sales  charge and redeem any Class A, Class B or Class C shares or all Class N
shares  during the  applicable  holding  period  for the class of shares,  the
contingent  deferred  sales  charge  will  be  deducted  from  the  redemption
proceeds  (unless you are  eligible for a waiver of that sales charge based on
the   categories   listed  in  Appendix  C  to  the  Statement  of  Additional
Information  and you advise the  Transfer  Agent of your  eligibility  for the
waiver  when you place  your  redemption  request).  With  respect  to Class N
shares, a 1.0% contingent deferred sales charge will be imposed if:

o     The retirement  plan (not including IRAs and 403(b) plans) is terminated
         or Class N shares  of all  Oppenheimer  funds  are  terminated  as an
         investment  option of the plan and Class N shares are redeemed within
         18 months  after the plan's  first  purchase of Class N shares of any
         Oppenheimer fund, or,

o     With respect to an individual retirement plan or 403(b) plan, Class N
         shares are redeemed within 18 months of the plan's first purchase of
         Class N shares of any Oppenheimer fund.

     A contingent deferred sales charge will be based on the lesser of the
     net asset value of the redeemed shares at the time of redemption or the
     original net asset value.  A contingent deferred sales charge is not
     imposed on:
  o  the amount of your account value represented by the increase in net
     asset value over the initial purchase price,
  o  shares purchased by the reinvestment of dividends or capital gains
     distributions, or
  o  shares redeemed in the special circumstances described in Appendix B to
     the Statement of Additional Information.

     To determine whether the contingent deferred sales charge applies to a
     redemption, the Fund redeems shares in the following order:
  1. shares acquired by reinvestment of dividends and capital gains
          distributions,
2.    shares held for over 12 months, and
3.    shares held the longest during the 12-month period.

      Contingent deferred sales charges are not charged when you exchange
shares of the Fund for shares of other Oppenheimer funds. However, if you
exchange them within the applicable contingent deferred sales charge holding
period, the holding period will carry over to the fund whose shares you
acquire. Similarly, if you acquire shares of this Fund by exchanging shares
of another Oppenheimer fund that are still subject to a contingent deferred
sales charge holding period, that holding period will carry over to this Fund.

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds
at net asset value per share at the time of exchange, without sales charge.
Shares of the Fund can be purchased by exchange of shares of other
Oppenheimer funds on the same basis.  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 prospectus of both funds must offer the exchange privilege.
  o  You must hold the shares you buy when you establish your account for at
     least 7 days before you can exchange them. After the account is open 7
     days, you can exchange shares every regular business day.
  o  You must meet the minimum purchase requirements for the fund whose
     shares you purchase by exchange.
  o  Before exchanging into a fund, you must obtain and read its prospectus.

Shares of a particular class of the Fund may be exchanged only for shares of
the same class in the other Oppenheimer funds.  For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund.  In some
cases, sales charges may be imposed on exchange transactions. For tax
purposes, exchanges of shares involve a sale of the shares of the fund you
own and a purchase of the shares of the other fund, which may result in a
capital gain or loss. Please refer to "How to Exchange Shares" in the
Statement of Additional Information for more details.

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

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or
by telephone:
Written Exchange Requests.  Submit an OppenheimerFunds Exchange Request form,
     signed by all owners of the account.  Send it to the Transfer Agent at
     the address on the back cover. Exchanges of shares held under
     certificates cannot be processed unless the Transfer Agent receives the
     certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either
     by calling a service representative at 1.800.852.8457, or by using
     PhoneLink for automated exchanges by calling 1.800.533.3310. Telephone
     exchanges may be made only between accounts that are registered with the
     same name(s) and address.  Shares held under certificates may not be
     exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
should be aware of:
  o  Shares are normally redeemed from one fund and purchased from the other
     fund in the exchange transaction on the same regular business day on
     which the Transfer Agent receives an exchange request that conforms to
     the policies described above. It must be received by the close of The
     New York Stock Exchange that day, which is normally 4:00 P.M. but may be
     earlier on some days.  However, either fund may delay the purchase of
     shares of the fund you are exchanging into up to seven days if it
     determines it would be disadvantaged by a same-day exchange. For
     example, the receipt of multiple exchange requests from a "market timer"
     might require the Fund to sell securities at a disadvantageous time or
     price.
  o  Because excessive trading can hurt fund performance and harm
     shareholders, the Fund reserves the right to refuse any exchange request
     that it believes will disadvantage it, or to refuse multiple exchange
     requests submitted by a shareholder or dealer.
  o  The Fund may amend, suspend or terminate the exchange privilege at any
     time. The Fund will provide you notice whenever it is required to do so
     by applicable law, but it may impose changes at any time for emergency
     purposes.
  o  If the Transfer Agent cannot exchange all the shares you request because
     of a restriction cited above, only the shares eligible for exchange will
     be exchanged.

Shareholder Account Rules and Policies

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

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 Trustees 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.  If an
     account has more than one owner, the Fund and the Transfer Agent may
     rely on the instructions of any one owner. Telephone privileges apply to
     each owner of the account and the dealer representative of record for
     the account unless the Transfer Agent receives cancellation instructions
     from an owner of the account.

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

Redemption or Transfer Requests will not be Honored until the Transfer Agent
Receives All Required Documents in Proper Form.
     From time to time, the Transfer Agent in its discretion may waive
     certain of the requirements for redemptions stated in this Prospectus.

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

The Redemption Price for Shares Will Vary from day to day because the value
     of the securities in the Fund's portfolio fluctuates. The redemption
     price, which is the net asset value per share, will normally differ for
     each class of shares.  The redemption value of your shares may be more
     or less than their original cost.

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

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

Involuntary Redemptions of Small Accounts may be made by the Fund if the
     account value has fallen below $500 for reasons other than the fact that
     the market value of shares has dropped. In some cases involuntary
     redemptions may be made to repay the Distributor for losses from the
     cancellation of share purchase orders.

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

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

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

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

Dividends, Capital Gains and Taxes
DIVIDENDS.  The Fund intends to declare dividends separately for each class
of shares from net investment income annually and to pay dividends to
shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid on Class A and Class Y shares will generally
be higher than dividends for Class B, Class C and Class N shares, which
normally have higher expenses than Class A and Class Y.  The Fund has no
fixed dividend rate and cannot guarantee that it will pay any dividends or
distributions.
CAPITAL GAINS. The Fund may 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. There can be no assurance that the Fund will pay any
capital gains distributions in a particular year.

WHAT ARE YOUR CHOICES FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions.  You have four options:
Reinvest All Distributions in the Fund.  You can elect to reinvest all
     dividends and capital gains distributions in additional shares of the
     Fund.
Reinvest Dividends or Capital Gains.  You can elect to reinvest some
     distributions (dividends, short-term capital gains or long-term capital
     gains distributions) in the Fund while receiving the other types of
     distributions by check or having them sent to your bank account through
     AccountLink.
Receive All Distributions in Cash.  You can elect to receive a check for all
     dividends and capital gains distributions or have them sent to your bank
     through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account.  You can
     reinvest all distributions in the same class of shares of another
     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.
Distributions are subject to federal income tax and may be subject to state
or local taxes. Dividends paid from short-term capital gains and net
investment income 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.

Avoid "Buying a Dividend."  If you buy shares on or just before the
     ex-dividend date or just before the Fund declares a capital gain
     distribution, you will pay the full price for the shares and then
     receive a portion of the price back as a taxable dividend or capital
     gain.
Remember There May be Taxes on Transactions.  Because the Fund's share price
     fluctuates, you may have a capital gain or loss when you sell or
     exchange your shares.  A capital gain or loss is the difference between
     the price you paid for the shares and the price you received when you
     sold them. Any capital gain is subject to capital gains tax.
Returns of Capital Can Occur.  In certain cases, distributions made by the
     Fund may be considered a non-taxable return of capital to shareholders.
     If that occurs, it will be identified in notices to shareholders.

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

Financial Highlights
The Financial Highlights Table is presented to help you understand the Fund's
financial performance for the past 6 fiscal periods. Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG LLP, the Fund's
independent auditors, whose report, along with the Fund's financial
statements, is included in the Statement of Additional Information, which is
available on request. Class N shares were not offered for sale during the
periods shown below. Therefore, information on Class N shares is not included
in the following tables or in the Fund's other financial statements.



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


CLASS A         YEAR ENDED AUGUST 31,                   2001          2000              1999            1998              1997
====================================================================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period                $ 62.31       $ 39.77           $ 31.54         $ 40.42           $ 33.69
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                            .18          (.02)              .10             .73               .62
 Net realized and unrealized gain (loss)              (30.05)        25.42             11.69           (5.05)            10.37
                                                     -------------------------------------------------------------------------------
 Total income (loss) from
 investment operations                                (29.87)        25.40             11.79           (4.32)            10.99
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --          (.03)             (.48)           (.66)             (.49)
 Distributions from net realized gain                  (3.24)        (2.83)            (3.08)          (3.90)            (3.77)
                                                     -------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                       (3.24)        (2.86)            (3.56)          (4.56)            (4.26)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $29.20        $62.31            $39.77          $31.54            $40.42
                                                     ===============================================================================

====================================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (49.87)%       67.10%            39.39%         (11.62)%           35.03%

====================================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)         $1,553,066    $3,176,435        $1,730,087      $1,356,905        $1,590,927
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $2,149,795    $2,390,125        $1,620,201      $1,640,181        $1,369,406
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                           0.45%        (0.01)%            0.24%           1.90%             1.74%
 Expenses                                               1.06%         1.01%             1.05%           1.00%(3)          1.01%(3)

-----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   92%          49%              106%             34%               25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year.

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                            OPPENHEIMER GROWTH FUND




CLASS B         YEAR ENDED AUGUST 31,                   2001          2000            1999          1998            1997
============================================================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period                $ 59.55       $ 38.37         $ 30.54       $ 39.34         $ 32.94
----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                           (.10)         (.21)           (.20)          .43             .36
 Net realized and unrealized gain (loss)              (28.61)        24.22           11.32         (4.89)          10.08
                                                     -----------------------------------------------------------------------

 Total income (loss) from
 investment operations                                (28.71)        24.01           11.12         (4.46)          10.44
----------------------------------------------------------------------------------------------------------------------------

 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --            --            (.21)         (.44)           (.27)
 Distributions from net realized gain                  (3.24)        (2.83)          (3.08)        (3.90)          (3.77)
                                                     -----------------------------------------------------------------------

 Total dividends and/or distributions
 to shareholders                                       (3.24)        (2.83)          (3.29)        (4.34)          (4.04)
----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $27.60        $59.55          $38.37        $30.54          $39.34
                                                     =======================================================================

============================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (50.26)%       65.82%          38.27%       (12.32)%         33.93%

============================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)           $483,298      $996,000        $445,629      $330,442        $284,227
----------------------------------------------------------------------------------------------------------------------------
 Average Net Assets (in thousands)                  $692,159      $676,485        $410,058      $353,574        $203,518
----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                          (0.31)%       (0.78)%         (0.58)%        1.08%           0.92%
 Expenses                                               1.83%         1.78%           1.86%         1.81%(3)        1.84%(3)
---------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                  92%           49%            106%           34%             25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year. 

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                            OPPENHEIMER GROWTH FUND

FINANCIAL HIGHLIGHTS  Continued
-------------------------------------------------------------------------------


CLASS C         YEAR ENDED AUGUST 31,                   2001          2000            1999             1998            1997
=================================================================================================================================

PER SHARE OPERATING DATA

 Net asset value, beginning of period                $ 60.48       $ 38.92         $ 30.93          $ 39.87         $ 33.42
--------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                           (.04)         (.09)           (.20)             .46             .42
 Net realized and unrealized gain (loss)              (29.14)        24.48           11.47            (4.99)          10.17
                                                     ---------------------------------------------------------------------------
 Total income (loss) from
 investment operations                                (29.18)        24.39           11.27            (4.53)          10.59
--------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --            --            (.21)            (.51)           (.37)
 Distributions from net realized gain                  (3.24)        (2.83)          (3.07)           (3.90)          (3.77)
                                                     ---------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                       (3.24)        (2.83)          (3.28)           (4.41)          (4.14)
--------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $28.06        $60.48          $38.92           $30.93          $39.87
                                                     ===========================================================================



===============================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (50.26)%       65.87%          38.28%          (12.33)%         33.93%

===============================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)           $102,144      $176,150         $57,970          $44,377         $28,145
------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $133,823      $103,076         $53,501          $43,817         $13,705
------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                          (0.32)%       (0.77)%         (0.58)%           1.06%           0.95%
 Expenses                                               1.84%         1.78%           1.86%            1.81%(3)        1.84%(3)
 -----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                  92%           49%            106%              34%             25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year. 

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                            OPPENHEIMER GROWTH FUND


                                                                                                      PERIOD ENDED
CLASS N                                                                                           AUGUST  31,2001(1)
====================================================================================================================

 PER SHARE OPERATING DATA
 Net asset value, beginning of period                                                                      $ 35.39
--------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                                                                          (.01)
 Net realized and unrealized gain (loss)                                                                     (6.25)
                                                                                                           ---------
 Total income (loss) from investment operations                                                              (6.26)
--------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                                                           --
 Distributions from net realized gain                                                                           --
                                                                                                           ---------
 Total dividends and/or distributions to shareholders                                                           --
--------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                                            $ 29.13
                                                                                                           ---------

====================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)                                                                        (17.69)%

====================================================================================================================
 RATIOS/SUPPLEMENTAL DATA
 Net assets, end of period (in thousands)                                                                  $   274
--------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                                                                         $    70
--------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                                                                                         (0.33)%
 Expenses                                                                                                     1.40%
--------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                                                        92%

1. For the period from
March 1, 2001 (inception of offering) to August 31, 2001. 2. Assumes a $1,000
hypothetical initial investment on the business day before the first day of the
fiscal period (or inception of offering), 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. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year. 3. Annualized for periods of less than
one full year. 

                            OPPENHEIMER GROWTH FUND

FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------


 CLASS Y        YEAR ENDED AUGUST 31,                   2001             2000            1999             1998            1997
=================================================================================================================================

 Net asset value, beginning of period                $ 62.33          $ 39.76         $ 31.54          $ 40.43         $ 33.69
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                   .28              .16             .18              .87             .66
 Net realized and unrealized gain (loss)              (30.10)           25.37           11.69            (5.09)          10.42
                                                     ----------------------------------------------------------------------------
 Total income (loss) from
 investment operations                                (29.82)           25.53           11.87            (4.22)          11.08
---------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --             (.13)           (.58)            (.77)           (.57)
 Distributions from net realized gain                  (3.24)           (2.83)          (3.07)           (3.90)          (3.77)
                                                     ----------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                       (3.24)           (2.96)          (3.65)           (4.67)          (4.34)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $29.27           $62.33          $39.76           $31.54          $40.43
                                                     ============================================================================

=================================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (49.77)%          67.56%          39.74%          (11.38)%         35.36%

=================================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)           $ 88,284         $191,267        $ 93,936         $132,146         $96,679
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $124,168         $134,650        $116,615         $135,098         $62,619
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                                  0.67%            0.27%           0.65%            2.16%           2.00%
 Expenses                                               0.86%            0.73%           0.80%            0.71%(3)        0.77%(3)
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                  92%              49%            106%              34%             25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year. 

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.



                           OPPENHEIMER GROWTH FUND




INFORMATION AND SERVICES

For More Information on Oppenheimer Growth Fund
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, and other information about the Fund or your account:

---------------------------------------------------------------------------------
By Telephone:                     Call OppenheimerFunds Services toll-free:
                                  1.800.525.7048
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
By Mail:                          Write to:
                                  OppenheimerFunds Services
                                  P.O. Box 5270
                                  Denver, Colorado 80217-5270
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
On the Internet:                  You can send us a request by e-mail
                                  or read or down-load documents on the
                                  OppenheimerFunds web site:
                                  www.oppenheimerfunds.com
                                  ------------------------
---------------------------------------------------------------------------------

You can also obtain  copies of the  Statement of  Additional  Information  and
other Fund  documents and reports by visiting the SEC's Public  Reference Room
in Washington,  D.C. (Phone 1.202.942.8090) or the EDGAR database on the SEC's
Internet website at  http://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:
                                                    [logo] OppenheimerFunds(R)
                                                             Distributor, Inc.
The Fund's SEC File No. is 811-2306.
PR0270.001.0101
Printed on recycled paper.





                          Appendix to Prospectus of
                           Oppenheimer Growth Fund

      Graphic Material included in the Prospectus of Oppenheimer  Growth Fund:
"Annual Total Returns (Class A) (% as of 12/31 each year)":

      A bar chart will be included in the  Prospectus  of  Oppenheimer  Growth
Fund (the  "Fund")  depicting  the  annual  total  returns  of a  hypothetical
investment  in Class A shares  of the Fund for each of the three  most  recent
calendar  years,  without  deducting  sales  charges.  Set forth below are the
relevant data points that will appear on the bar chart.

Calendar          Oppenheimer
Year              Growth Fund
Ended             Class A Shares
-----             --------------

12/31/99          46.73%
12/31/98          10.95%
12/31/97          18.12%
12/31/96          23.46%
12/31/95          34.95%
12/31/94            2.38%
12/31/93            2.72%
12/31/92          13.37%
12/31/91          44.02%
12/31/90          (2.53)%

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





Oppenheimer Growth Fund
------------------------------------------------------------------------------

6803 South Tucson Way, Englewood, Colorado  80112
1.800.525.7048

            Statement of Additional Information dated December 28, 2001
------------------------------------------------------------------------------

      This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated December 28, 2001.  It should be read
together with the Prospectus.  You can obtain the Prospectus by writing to
the Fund's Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270,
Denver, Colorado 80217, or by calling the Transfer Agent at the toll-free
number shown above, or by downloading it from the OppenheimerFunds Internet
website at www.oppenheimerfunds.com.

            Contents
------------------------------------------------------------------------------
                                                                        Page
            About the Fund
------------------------------------------------------------------------------
Additional Information About the Fund's Investment Policies and Risks.. 2
    The Fund's Investment Policies..................................... 2
    Other Investment Techniques and Strategies......................... 4
    Investment Restrictions............................................ 17
How the Fund is Managed ............................................... 19
    Organization and History........................................... 19
    Trustees and Officers of the Fund.................................. 21
    The Manager........................................................ 27
Brokerage Policies of the Fund......................................... 28
Distribution and Service Plans......................................... 30
Performance of the Fund................................................ 34

            About Your Account
------------------------------------------------------------------------------
How To Buy Shares...................................................... 39
How To Sell Shares..................................................... 49
How To Exchange Shares................................................. 53
Dividends, Capital Gains and Taxes..................................... 56
Additional Information About the Fund.................................. 58

            Financial Information About the Fund
------------------------------------------------------------------------------
Independent Auditors' Report........................................... 59
Financial Statements................................................... 60

Appendix A: Industry Classifications................................... A-1
Appendix B: Special Sales Charge Arrangements and Waivers.............. B-1







                                      60
 -------------------------------------------------------------------------------

 ABOUT THE FUND

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

------------------------------------------------------------------------------
Additional Information About the Fund's Investment Policies and Risks

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

The Fund's Investment Policies. The composition of the Fund's portfolio and
the techniques and strategies that the Fund's Manager may use in selecting
portfolio securities will vary over time. The Fund is not required to use all
of the investment techniques and strategies described below at all times in
seeking its goal. It may use some of the special investment techniques and
strategies at some times or not at all.

      |X| Cyclical Opportunities. The Fund might also seek to take advantage
of changes in the business cycle by investing in companies that are sensitive
to those changes if the Manager believes they have growth potential. For
example, when the economy is expanding, companies in the consumer durable and
technology sectors might benefit and offer long-term growth opportunities.
Other cyclical industries include insurance, for example. The fund focuses on
seeking growth over the long term, but could seek to take tactical advantage
of short-term market movements or events affecting particular issuers or
industries.

      |X| Investments in Equity Securities. The Fund focuses its investments
in equity securities of mid-cap issuers (having market capitalizations
between $1 billion and $5 billion) and large-cap issuers (having market
capitalizations greater than $5 billion). At times, the market may favor or
disfavor securities of issuers of a particular capitalization range.
Therefore the Fund may focus its equity investments in securities of large
cap or mid cap issuers, or a combination of the two capitalization ranges,
based upon the Manager's judgment of where are the best market opportunities
to seek the Fund's objective. Current income is not a criterion used to
select portfolio securities.

      The Fund can also invest in securities of small cap issuers (having
market capitalizations of less than $1 billion). Securities of small
capitalization issuers may be subject to greater price volatility in general
than securities of large-cap and mid-cap companies. Therefore, to the degree
that the Fund has investments in smaller capitalization companies at times of
market volatility, the Fund's share price may fluctuate more. As noted below,
the Fund limits such investments in unseasoned small cap issuers.

            |_| Convertible Securities. While convertible securities are a
form of debt security in many cases, their conversion feature (allowing
conversion into equity securities) causes them to be regarded more as "equity
equivalents." As a result, the rating assigned to the security has less
impact on the Manager's investment decision with respect to convertible
securities than in the case of non-convertible fixed income securities.






            To determine whether convertible securities should be regarded as
"equity equivalents," the Manager examines the following factors:

(1)   whether, at the option of the investor, the convertible security can be
         exchanged for a fixed number of shares of common stock of the
         issuer,
(2)   whether the issuer of the convertible securities has restated its
         earnings per share of common stock on a fully diluted basis
         (considering the effect of conversion of the convertible
         securities), and
(3)   the extent to which the convertible security may be a defensive "equity
         substitute," providing the ability to participate in any
         appreciation in the price of the issuer's common stock.

      |X| Foreign Securities. The Fund can purchase equity securities issued
or guaranteed by foreign companies or debt securities issued by foreign
governments. "Foreign securities" include equity and debt securities of
companies organized under the laws of countries other than the United States
and debt securities issued by foreign governments and their agencies. They
may be traded on foreign securities exchanges or in the foreign
over-the-counter markets.

      Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets are not considered "foreign
securities" for the purpose of the Fund's investment allocations. That is
because they are not subject to many of the special considerations and risks,
discussed below, that apply to foreign securities traded and held abroad.

      Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers. They include the
opportunity to invest in foreign issuers that appear to offer growth
potential, or in foreign countries with economic policies or business cycles
different from those of the U.S., or to reduce fluctuations in portfolio
value by taking advantage of foreign stock markets that do not move in a
manner parallel to U.S. markets. The Fund will hold foreign currency only in
connection with the purchase or sale of foreign securities.

      |_| Risks of Foreign Investing. Investments in foreign securities may
offer special opportunities for investing but also present special additional
risks and considerations not typically associated with investments in
domestic securities. Some of these additional risks are:

o     reduction of income by foreign taxes;
o     fluctuation in value of foreign investments due to changes in currency
         rates or currency control regulations (for example, currency
         blockage);
o     transaction charges for currency exchange;
o     lack of public information about foreign issuers;
o     lack of uniform accounting, auditing and financial reporting standards
         in foreign countries comparable to those applicable to domestic
         issuers;
o     less volume on foreign exchanges than on U.S. exchanges;
o     greater volatility and less liquidity on foreign markets than in the
         U.S.;
o     less governmental regulation of foreign issuers, stock exchanges and
         brokers than in the U.S.;
o     greater difficulties in commencing lawsuits;
o     higher brokerage commission rates than in the U.S.;
o     increased risks of delays in settlement of portfolio transactions or
         loss of certificates for portfolio securities;
o     possibilities in some countries of expropriation, confiscatory
         taxation, political, financial or social instability or adverse
         diplomatic developments; and
o     unfavorable differences between the U.S. economy and foreign economies.

      In the past, U.S. Government policies have discouraged certain
investments abroad by U.S. investors, through taxation or other restrictions,
and it is possible that such restrictions could be re-imposed.

      |X| Portfolio Turnover. "Portfolio turnover" describes the rate at
which the Fund traded its portfolio securities during its last fiscal year.
For example, if a fund sold all of its securities during the year, its
portfolio turnover rate would have been 100%. The Fund's portfolio turnover
rate will fluctuate from year to year, although the Fund might have a
portfolio turnover rate of more than 100% annually. Increased portfolio
turnover creates higher brokerage and transaction costs for the Fund, which
could reduce its overall performance. Additionally, the realization of
capital gains from selling portfolio securities may result in distributions
of taxable long-term capital gains to shareholders, since the Fund will
normally distribute all of its capital gains realized each year, to avoid
excise taxes under the Internal Revenue Code.

Other Investment Techniques and Strategies. In seeking its objective, the
Fund may from time to time employ the types of investment strategies and
investments described below. It is not required to use all of these
strategies at all times, and at times may not use them.

      |X| Investing in Small, Unseasoned Companies. The Fund can invest in
securities of small, unseasoned companies. These are companies that have been
in operation for less than three years, including the operations of any
predecessors. Securities of these companies may be subject to volatility in
their prices. They may have a limited trading market, which may adversely
affect the Fund's ability to dispose of them and can reduce the price the
Fund might be able to obtain for them. Other investors that own a security
issued by a small, unseasoned issuer for which there is limited liquidity
might trade the security when the Fund is attempting to dispose of its
holdings of that security. In that case the Fund might receive a lower price
for its holdings than might otherwise be obtained.

      As a fundamental policy, the Fund cannot make an investment that will
result in more than 15% of the Fund's total assets being invested in the
securities of small, unseasoned companies. The Fund currently intends to
invest no more than 5% of its net assets in those securities.

      |X| Repurchase Agreements. The Fund can acquire securities subject to
repurchase agreements. It may do so for liquidity purposes to meet
anticipated redemptions of Fund shares, or pending the investment of the
proceeds from sales of Fund shares, or pending the settlement of portfolio
securities transactions, or for temporary defensive purposes, as described
below.

      In a repurchase transaction, the Fund buys 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. Approved vendors include
U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been designated as primary dealers in government securities. They must
meet credit requirements set by the Fund's Board of Trustees from time to
time.

      The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's limits on holding illiquid investments. The Fund will
not enter into a repurchase agreement that causes more than 10% of its net
assets to be subject to repurchase agreements having a maturity beyond seven
days. There is no limit on the amount of the Fund's net assets that may be
subject to repurchase agreements having maturities of seven days or less.

      Repurchase agreements, considered "loans" under the Investment Company
Act, are collateralized by the underlying security. The Fund's repurchase
agreements require that at all times while the repurchase agreement is in
effect, the value of the collateral must equal or exceed the repurchase price
to fully collateralize the repayment obligation. 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 Manager will impose creditworthiness
requirements to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.

      |X| Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. To enable the
Fund to sell its holdings of a restricted security not registered under the
Securities Act of 1933, the Fund may have to cause those securities to be
registered. The expenses of registering restricted securities may be
negotiated by the Fund with the issuer at the time the Fund buys the
securities. When the Fund must arrange registration because the Fund wishes
to sell the security, a considerable period may elapse between the time the
decision is made to sell the security and the time the security is registered
so that the Fund could sell it. The Fund would bear the risks of any downward
price fluctuation during that period.

      The Fund may also acquire restricted securities through private
placements. Those securities have contractual restrictions on their public
resale. Those restrictions might limit the Fund's ability to dispose of the
securities and might lower the amount the Fund could realize upon the sale.

      The Fund has limitations that apply to purchases of restricted
securities, as stated in the Prospectus. Those percentage restrictions do not
limit purchases of restricted securities that are eligible for sale to
qualified institutional purchasers under Rule 144A of the Securities Act of
1933, if those securities have been determined to be liquid by the Manager
under Board-approved guidelines. Those guidelines take into account the
trading activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in a
particular Rule 144A security, the Fund's holdings of that security may be
considered to be illiquid.






      Illiquid securities include repurchase agreements maturing in more than
seven days and participation interests that do not have puts exercisable
within seven days.

      |X| Loans of Portfolio Securities. To raise cash for liquidity
purposes, the Fund can lend its portfolio securities to brokers, dealers and
other types of financial institutions approved by the Fund's Board of
Trustees. These loans are limited to not more than 25% of the value of the
Fund's total assets. The Fund currently does not intend to engage in loans of
securities in the coming year, but if it does so, such loans will not likely
exceed 5% of the Fund's total assets.

      There are some risks in connection with securities lending. The Fund
might experience a delay in receiving additional collateral to secure a loan,
or a delay in recovery of the loaned securities if the borrower defaults. The
Fund must 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 value of the loaned securities. It
must consist of cash, bank letters of credit, securities of the U.S.
Government or its agencies or instrumentalities, 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. The terms of the letter of credit
and the issuing bank both must be satisfactory to the Fund.

      When it lends securities, the Fund receives amounts equal to the
dividends or interest on loaned securities. It also receives one or more of
(a) negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on any short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. The Fund
may also pay reasonable finder's, custodian and administrative fees in
connection with these loans. The terms of the Fund's loans must meet
applicable tests under the Internal Revenue Code and must permit the Fund to
reacquire loaned securities on five days' notice or in time to vote on any
important matter.

      |X| Borrowing for Leverage. The Fund has the ability to borrow from
banks on an unsecured basis to invest the borrowed funds in portfolio
securities. This speculative technique is known as "leverage." The Fund may
borrow only from banks. Under current regulatory requirements, borrowings can
be made only to the extent that the value of the Fund's assets, less its
liabilities other than borrowings, is equal to at least 300% of all
borrowings (including the proposed borrowing). If the value of the Fund's
assets fails to meet this 300% asset coverage requirement, the Fund will
reduce its bank debt within 3 days to meet the requirement. To do so, the
Fund might have to sell a portion of its investments at a disadvantageous
time.

      The Fund will pay interest on these loans, and that interest expense
will raise the overall expenses of the Fund and reduce its returns. If it
does borrow, its expenses will be greater than comparable funds that do not
borrow for leverage. Additionally, the Fund's net asset value per share might
fluctuate more than that of funds that do not borrow. Currently, the Fund
does not contemplate using this technique, but if it does so, it will not
likely do so to a substantial degree.

      |X| Derivatives. The Fund can invest in a variety of derivative
investments to seek income for liquidity needs or for hedging purposes. Some
derivative investments the Fund can use are the hedging instruments described
below in this Statement of Additional Information. However, the Fund does not
use, and does not currently contemplate using, derivatives or hedging
instruments to a significant degree.

      Some of the derivative investments the Fund can use include debt
exchangeable for common stock of an issuer or "equity-linked debt securities"
of an issuer. At maturity, the debt security is exchanged for common stock of
the issuer or it is payable in an amount based on the price of the issuer's
common stock at the time of maturity. Both alternatives present a risk that
the amount payable at maturity will be less than the principal amount of the
debt because the price of the issuer's common stock may not be as high as the
Manager expected.

      |X| Hedging. Although the Fund does not anticipate the extensive use of
hedging instruments, the Fund can use hedging instruments. To attempt to
protect against declines in the market value of the Fund's portfolio, to
permit the Fund to retain unrealized gains in the value of portfolio
securities which have appreciated, or to facilitate selling securities for
investment reasons, the Fund could:

      |_|   sell futures contracts,
      |_|   buy puts on such futures or on securities, or
      |_|   write covered calls on securities or futures. Covered calls may
         also be used to increase the Fund's income, but the Manager does not
         expect to engage extensively in that practice.

      The Fund can use hedging to establish a position in the securities
market as a temporary substitute for purchasing particular securities. In
that case the Fund would normally seek to purchase the securities and then
terminate that hedging position. The Fund might also use this type of hedge
to attempt to protect against the possibility that its portfolio securities
would not be fully included in a rise in value of the market. To do so the
Fund could:

      |_|   buy futures, or
      |_|   buy calls on such futures or on securities.

      The Fund's strategy of hedging with futures and options on futures will
be incidental to the Fund's activities in the underlying cash market. The
particular hedging instruments the Fund can use are described below. The Fund
may employ new hedging instruments and strategies when they are developed, if
those investment methods are consistent with the Fund's investment objective
and are permissible under applicable regulations governing the Fund.

      |_| Futures. The Fund may buy and sell futures contracts that relate to
(1) broadly-based stock indices (these are referred to as "stock index
futures"), (2) other broadly-based securities indices (these are referred to
as "financial futures") and (3) foreign currencies (these are referred to as
"forward contracts").

      A broadly-based stock index is used as the basis for trading stock
index futures. They may in some cases be based on stocks of issuers in a
particular industry or group of industries. A stock index assigns relative
values to the common stocks included in the index and its value fluctuates in
response to the changes in value of the underlying stocks. A stock index
cannot be purchased or sold directly. Financial futures are similar contracts
based on the future value of the basket of securities that comprise the
index. These contracts obligate the seller to deliver, and the purchaser to
take, cash to settle the futures transaction. There is no delivery made of
the underlying securities to settle the futures obligation. Either party may
also settle the transaction by entering into an offsetting contract.

      No payment is paid or received by the Fund on the purchase or sale of a
future. Upon entering into a futures transaction, the Fund will be required
to deposit an initial margin payment with the futures commission merchant
(the "futures broker"). Initial margin payments will be deposited with the
Fund's Custodian bank in an account registered in the futures broker's name.
However, the futures broker can gain access to that account only under
specified conditions. As the future is marked to market (that is, its value
on the Fund's books is changed) to reflect changes in its market value,
subsequent margin payments, called variation margin, will be paid to or by
the futures broker daily.

      At any time prior to expiration of the future, the Fund may elect to
close out its position by taking an opposite position, at which time a final
determination of variation margin is made and any additional cash must be
paid by or released to the Fund. Any loss or gain on the future is then
realized by the Fund for tax purposes. All futures transactions (except
forward contracts) are effected through a clearinghouse associated with the
exchange on which the contracts are traded.

      |_| Put and Call Options. The Fund can buy and sell certain kinds of
put options ("puts") and call options ("calls"). The Fund can buy and sell
exchange-traded and over-the-counter put and call options, including index
options, securities options, currency options, options on commodity indices,
and options on the other types of futures described above.

            o Writing Covered Call Options. The Fund can write (that is,
sell) covered calls. If the Fund sells a call option, it must be covered.
That means the Fund must own the security subject to the call while the call
is outstanding, or, for certain types of calls, the call may be covered by
segregating liquid assets to enable the Fund to satisfy its obligations if
the call is exercised. Up to 25% of the Fund's total assets may be subject to
calls the Fund writes.

      When the Fund writes a call on a security, it receives cash (a
premium). The Fund agrees to sell the underlying security to a purchaser of a
corresponding call on the same security during the call period at a fixed
exercise price regardless of market price changes during the call period. The
call period is usually not more than nine months. The exercise price may
differ from the market price of the underlying security. The Fund has the
risk of loss that the price of the underlying security may decline during the
call period. That risk may be offset to some extent by the premium the Fund
receives. If the value of the investment does not rise above the call price,
it is likely that the call will lapse without being exercised. In that case
the Fund would keep the cash premium and the investment.

      When the Fund writes a call on an index, it receives cash (a premium).
If the buyer of the call exercises it, the Fund will pay an amount of cash
equal to the difference between the closing price of the call and the
exercise price, multiplied by a specified multiple that determines the total
value of the call for each point of difference. If the value of the
underlying investment does not rise above the call price, it is likely that
the call will lapse without being exercised. In that case, the Fund would
keep the cash premium.






      The Fund's Custodian, or a securities depository acting for the
Custodian, will act as the Fund's escrow agent, through the facilities of the
Options Clearing Corporation ("OCC"), as to the investments on which the Fund
has written calls traded on exchanges or as to other acceptable escrow
securities. In that way, no margin will be required for such transactions.
OCC will release the securities on the expiration of the option or when the
Fund enters into a closing transaction.

      When the Fund writes an over-the-counter ("OTC") option, it will enter
into an arrangement with a primary U.S. government securities dealer which
will establish a formula price at which the Fund will have the absolute right
to repurchase that OTC option. The formula price will generally be based on a
multiple of the premium received for the option, plus the amount by which the
option is exercisable below the market price of the underlying security (that
is, the option is "in the money"). When the Fund writes an OTC option, it
will treat as illiquid (for purposes of its restriction on holding illiquid
securities) the mark-to-market value of any OTC option it holds, unless the
option is subject to a buy-back agreement by the executing broker.

      To terminate its obligation on a call it has written, the Fund may
purchase a corresponding call in a "closing purchase transaction." The Fund
will then realize a profit or loss, depending upon whether the net of the
amount of the option transaction costs and the premium received on the call
the Fund wrote is more or less than the price of the call the Fund purchases
to close out the transaction. The Fund may realize a profit if the call
expires unexercised, because the Fund will retain the underlying security and
the premium it received when it wrote the call. Any such profits are
considered short-term capital gains for Federal income tax purposes, as are
the premiums on lapsed calls. When distributed by the Fund they are taxable
as ordinary income. If the Fund cannot effect a closing purchase transaction
due to the lack of a market, it will have to hold the callable securities
until the call expires or is exercised.

      The Fund may also write calls on a futures contract without owning the
futures contract or securities deliverable under the contract. To do so, at
the time the call is written, the Fund must cover the call by segregating an
equivalent dollar amount of liquid assets. The Fund will segregate additional
liquid assets if the value of the segregated assets drops below 100% of the
current value of the future. Because of this segregation requirement, in no
circumstances would the Fund's receipt of an exercise notice as to that
future require the Fund to deliver a futures contract. It would simply put
the Fund in a short futures position, which is permitted by the Fund's
hedging policies.

            o Writing Put Options. The Fund can sell put options. A put
option on securities gives the purchaser the right to sell, and the writer
the obligation to buy, the underlying investment at the exercise price during
the option period. The Fund will not write puts if, as a result, more than
25% of the Fund's net assets would be required to be segregated to cover such
put options.

      If the Fund writes a put, the put must be covered by segregated liquid
assets. The premium the Fund receives from writing a put represents a profit,
as long as the price of the underlying investment remains equal to or above
the exercise price of the put. However, the Fund also assumes the obligation
during the option period to buy the underlying investment from the buyer of
the put at the exercise price, even if the value of the investment falls
below the exercise price. If a put the Fund has written expires unexercised,
the Fund realizes a gain in the amount of the premium less the transaction
costs incurred. If the put is exercised, the Fund must fulfill its obligation
to purchase the underlying investment at the exercise price. That price will
usually exceed the market value of the investment at that time. In that case,
the Fund may incur a loss if it sells the underlying investment. That loss
will be equal to the sum of the sale price of the underlying investment and
the premium received minus the sum of the exercise price and any transaction
costs the Fund incurred.

      When writing a put option on a security, to secure its obligation to
pay for the underlying security the Fund will deposit in escrow liquid assets
with a value equal to or greater than the exercise price of the underlying
securities. The Fund therefore forgoes the opportunity of investing the
segregated assets or writing calls against those assets.

      As long as the Fund's obligation as the put writer continues, it may be
assigned an exercise notice by the broker-dealer through which the put was
sold. That notice will require the Fund to take delivery of the underlying
security and pay the exercise price. The Fund has no control over when it may
be required to purchase the underlying security, since it may be assigned an
exercise notice at any time prior to the termination of its obligation as the
writer of the put. That obligation terminates upon expiration of the put. It
may also terminate if, before it receives an exercise notice, the Fund
effects a closing purchase transaction by purchasing a put of the same series
as it sold. Once the Fund has been assigned an exercise notice, it cannot
effect a closing purchase transaction.

      The Fund may decide to effect a closing purchase transaction to realize
a profit on an outstanding put option it has written or to prevent the
underlying security from being put. Effecting a closing purchase transaction
will also permit the Fund to write another put option on the security, or to
sell the security and use the proceeds from the sale for other investments.
The Fund will realize a profit or loss from a closing purchase transaction
depending on whether the cost of the transaction is less or more than the
premium received from writing the put option. Any profits from writing puts
are considered short-term capital gains for Federal tax purposes, and when
distributed by the Fund, are taxable as ordinary income.

            o Purchasing Calls and Puts. The Fund can purchase calls to
protect against the possibility that the Fund's portfolio will not
participate in an anticipated rise in the securities market. When the Fund
buys a call (other than in a closing purchase transaction), it pays a
premium. The Fund then has the right to buy the underlying investment from a
seller of a corresponding call on the same investment during the call period
at a fixed exercise price. The Fund benefits only if it sells the call at a
profit or if, during the call period, the market price of the underlying
investment is above the sum of the call price plus the transaction costs and
the premium paid for the call and the Fund exercises the call. If the Fund
does not exercise the call or sell it (whether or not at a profit), the call
will become worthless at its expiration date. In that case the Fund will have
paid the premium but lost the right to purchase the underlying investment.

      The Fund can buy puts whether or not it holds the underlying investment
in its portfolio. When the Fund purchases a put, it pays a premium and,
except as to puts on indices, has the right to sell the underlying investment
to a seller of a put on a corresponding investment during the put period at a
fixed exercise price. Buying a put on securities or futures the Fund owns
enables the Fund to attempt to protect itself during the put period against a
decline in the value of the underlying investment below the exercise price by
selling the underlying investment at the exercise price to a seller of a
corresponding put. If the market price of the underlying investment is equal
to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date. In that case
the Fund will have paid the premium but lost the right to sell the underlying
investment. However, the Fund may sell the put prior to its expiration. That
sale may or may not be at a profit.

      When the Fund purchases a call or put on an index or future, it pays a
premium, but settlement is in cash rather than by delivery of the underlying
investment to the Fund. Gain or loss depends on changes in the index in
question (and thus on price movements in the securities market generally)
rather than on price movements in individual securities or futures contracts.

      The Fund may buy a call or put only if, after the purchase, the value
of all call and put options held by the Fund will not exceed 5% of the Fund's
total assets.

            o Buying and Selling Options on Foreign Currencies. The Fund can
buy and sell calls and puts on foreign currencies. They include puts and
calls that trade on a securities or commodities exchange or in the
over-the-counter markets or are quoted by major recognized dealers in such
options. The Fund could use these calls and puts to try to protect against
declines in the dollar value of foreign securities and increases in the
dollar cost of foreign securities the Fund wants to acquire.

      If the Manager anticipates a rise in the dollar value of a foreign
currency in which securities to be acquired are denominated, the increased
cost of those securities may be partially offset by purchasing calls or
writing puts on that foreign currency. If the Manager anticipates a decline
in the dollar value of a foreign currency, the decline in the dollar value of
portfolio securities denominated in that currency might be partially offset
by writing calls or purchasing puts on that foreign currency. However, the
currency rates could fluctuate in a direction adverse to the Fund's position.
The Fund will then have incurred option premium payments and transaction
costs without a corresponding benefit.

      A call the Fund writes on a foreign currency is "covered" if the Fund
owns the underlying foreign currency covered by the call or has an absolute
and immediate right to acquire that foreign currency without additional cash
consideration (or it can do so for additional cash consideration held in a
segregated account by its Custodian bank) upon conversion or exchange of
other foreign currency held in its portfolio.

      The Fund could write a call on a foreign currency to provide a hedge
against a decline in the U.S. dollar value of a security which the Fund owns
or has the right to acquire and which is denominated in the currency
underlying the option. That decline might be one that occurs due to an
expected adverse change in the exchange rate. This is known as a
"cross-hedging" strategy. In those circumstances, the Fund covers the option
by maintaining cash, U.S. government securities or other liquid, high grade
debt securities in an amount equal to the exercise price of the option, in a
segregated account with the Fund's Custodian bank.

      |_| Risks of Hedging with Options and Futures. The use of hedging
instruments requires special skills and knowledge of investment techniques
that are different than what is required for normal portfolio management. If
the Manager uses a hedging instrument at the wrong time or judges market
conditions incorrectly, hedging strategies may reduce the Fund's return. The
Fund could also experience losses if the prices of its futures and options
positions were not correlated with its other investments.

      The Fund's option activities might affect its portfolio turnover rate
and brokerage commissions. The exercise of calls written by the Fund might
cause the Fund to sell related portfolio securities, thus increasing its
turnover rate. The exercise by the Fund of puts on securities will cause the
sale of underlying investments, increasing portfolio turnover. Although the
decision whether to exercise a put it holds is within the Fund's control,
holding a put might cause the Fund to sell the related investments for
reasons that would not exist in the absence of the put.

      The Fund could pay a brokerage commission each time it buys a call or
put, sells a call or put, or buys or sells an underlying investment in
connection with the exercise of a call or put. Those commissions could be
higher on a relative basis than the commissions for direct purchases or sales
of the underlying investments. Premiums paid for options are small in
relation to the market value of the underlying investments. Consequently, put
and call options offer large amounts of leverage. The leverage offered by
trading in options could result in the Fund's net asset value being more
sensitive to changes in the value of the underlying investment.

      If a covered call written by the Fund is exercised on an investment
that has increased in value, the Fund will be required to sell the investment
at the call price. It will not be able to realize any profit if the
investment has increased in value above the call price.

      An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular option. The Fund
might experience losses if it could not close out a position because of an
illiquid market for the future or option.

      There is a risk in using short hedging by selling futures or purchasing
puts on broadly-based indices or futures to attempt to protect against
declines in the value of the Fund's portfolio securities. The risk is that
the prices of the futures or the applicable index will correlate imperfectly
with the behavior of the cash prices of the Fund's securities. For example,
it is possible that while the Fund has used hedging instruments in a short
hedge, the market may advance and the value of the securities held in the
Fund's portfolio might decline. If that occurred, the Fund would lose money
on the hedging instruments and also experience a decline in the value of its
portfolio securities. However, while this could occur for a very brief period
or to a very small degree, over time the value of a diversified portfolio of
securities will tend to move in the same direction as the indices upon which
the hedging instruments are based.

      The risk of imperfect correlation increases as the composition of the
Fund's portfolio diverges from the securities included in the applicable
index. To compensate for the imperfect correlation of movements in the price
of the portfolio securities being hedged and movements in the price of the
hedging instruments, the Fund might use hedging instruments in a greater
dollar amount than the dollar amount of portfolio securities being hedged. It
might do so if the historical volatility of the prices of the portfolio
securities being hedged is more than the historical volatility of the
applicable index.

      The ordinary spreads between prices in the cash and futures markets are
subject to distortions, due to differences in the nature of those markets.
First, all participants in the futures market are subject to margin deposit
and maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
markets. Therefore, increased participation by speculators in the futures
market may cause temporary price distortions.

      The Fund can use hedging instruments to establish a position in the
securities markets as a temporary substitute for the purchase of individual
securities (long hedging) by buying futures and/or calls on such futures,
broadly-based indices or on securities. It is possible that when the Fund
does so the market might decline. If the Fund then concludes not to invest in
securities because of concerns that the market might decline further or for
other reasons, the Fund will realize a loss on the hedging instruments that
is not offset by a reduction in the price of the securities purchased.

      |_| Forward Contracts. Forward contracts are foreign currency exchange
contracts. They are used to buy or sell foreign currency for future delivery
at a fixed price. The Fund uses them to "lock in" the U.S. dollar price of a
security denominated in a foreign currency that the Fund has bought or sold,
or to protect against possible losses from changes in the relative values of
the U.S. dollar and a foreign currency. The Fund limits its exposure in
foreign currency exchange contracts in a particular foreign currency to the
amount of its assets denominated in that currency or a closely-correlated
currency. The Fund may also use "cross-hedging" where the Fund hedges against
changes in currencies other than the currency in which a security it holds is
denominated.

      Under a forward contract, one party agrees to purchase, and another
party agrees to sell, a specific currency at a future date. That date may be
any fixed number of days from the date of the contract agreed upon by the
parties. The transaction price is set at the time the contract is entered
into. These contracts are traded in the inter-bank market conducted directly
among currency traders (usually large commercial banks) and their customers.

      The Fund may use forward contracts to protect against uncertainty in
the level of future exchange rates. The use of forward contracts does not
eliminate the risk of fluctuations in the prices of the underlying securities
the Fund owns or intends to acquire, but it does fix a rate of exchange in
advance. Although forward contracts may reduce the risk of loss from a
decline in the value of the hedged currency, at the same time they limit any
potential gain if the value of the hedged currency increases.

      When the Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when it anticipates receiving
dividend payments in a foreign currency, the Fund might desire to "lock-in"
the U.S. dollar price of the security or the U.S. dollar equivalent of the
dividend payments. To do so, the Fund could enter into a forward contract for
the purchase or sale of the amount of foreign currency involved in the
underlying transaction, in a fixed amount of U.S. dollars per unit of the
foreign currency. This is called a "transaction hedge." The transaction hedge
will protect the Fund against a loss from an adverse change in the currency
exchange rates during the period between the date on which the security is
purchased or sold or on which the payment is declared, and the date on which
the payments are made or received.

      The Fund could also use forward contracts to lock in the U.S. dollar
value of portfolio positions. This is called a "position hedge." When the
Fund believes that foreign currency might suffer a substantial decline
against the U.S. dollar, it could enter into a forward contract to sell an
amount of that foreign currency approximating the value of some or all of the
Fund's portfolio securities denominated in that foreign currency. When the
Fund believes that the U.S. dollar might suffer a substantial decline against
a foreign currency, it could enter into a forward contract to buy that
foreign currency for a fixed dollar amount. Alternatively, the Fund could
enter into a forward contract to sell a different foreign currency for a
fixed U.S. dollar amount if the Fund believes that the U.S. dollar value of
the foreign currency to be sold pursuant to its forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in which
portfolio securities of the Fund are denominated. That is referred to as a
"cross hedge."

      The Fund will cover its short positions in these cases by identifying
to its Custodian bank assets having a value equal to the aggregate amount of
the Fund's commitment under forward contracts. The Fund will not enter into
forward contracts or maintain a net exposure to such contracts if the
consummation of the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency or another currency that is the
subject of the hedge.

      However, to avoid excess transactions and transaction costs, the Fund
may maintain a net exposure to forward contracts in excess of the value of
the Fund's portfolio securities or other assets denominated in foreign
currencies if the excess amount is "covered" by liquid securities denominated
in any currency. The cover must be at least equal at all times to the amount
of that excess. As one alternative, the Fund may purchase a call option
permitting the Fund to purchase the amount of foreign currency being hedged
by a forward sale contract at a price no higher than the forward contract
price. As another alternative, the Fund may purchase a put option permitting
the Fund to sell the amount of foreign currency subject to a forward purchase
contract at a price as high or higher than the forward contact price.

      The precise matching of the amounts under forward contracts and the
value of the securities involved generally will not be possible because the
future value of securities denominated in foreign currencies will change as a
consequence of market movements between the date the forward contract is
entered into and the date it is sold. In some cases the Manager might decide
to sell the security and deliver foreign currency to settle the original
purchase obligation. If the market value of the security is less than the
amount of foreign currency the Fund is obligated to deliver, the Fund might
have to purchase additional foreign currency on the "spot" (that is, cash)
market to settle the security trade. If the market value of the security
instead exceeds the amount of foreign currency the Fund is obligated to
deliver to settle the trade, the Fund might have to sell on the spot market
some of the foreign currency received upon the sale of the security. There
will be additional transaction costs on the spot market in those cases.

      The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated
currency movements will not be accurately predicted, causing the Fund to
sustain losses on these contracts and to pay additional transactions costs.
The use of forward contracts in this manner might reduce the Fund's
performance if there are unanticipated changes in currency prices to a
greater degree than if the Fund had not entered into such contracts.

      At or before the maturity of a forward contract requiring the Fund to
sell a currency, the Fund might sell a portfolio security and use the sale
proceeds to make delivery of the currency. In the alternative the Fund might
retain the security and offset its contractual obligation to deliver the
currency by purchasing a second contract. Under that contract the Fund will
obtain, on the same maturity date, the same amount of the currency that it is
obligated to deliver. Similarly, the Fund might close out a forward contract
requiring it to purchase a specified currency by entering into a second
contract entitling it to sell the same amount of the same currency on the
maturity date of the first contract. The Fund would realize a gain or loss as
a result of entering into such an offsetting forward contract under either
circumstance. The gain or loss will depend on the extent to which the
exchange rate or rates between the currencies involved moved between the
execution dates of the first contract and offsetting contract.

      The costs to the Fund of engaging in forward contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because forward contracts are
usually entered into on a principal basis, no brokerage fees or commissions
are involved. Because these contracts are not traded on an exchange, the Fund
must evaluate the credit and performance risk of the counterparty under each
forward contract.

      Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. The Fund may convert foreign currency from time to
time, and will incur costs in doing so. Foreign exchange dealers do not
charge a fee for conversion, but they do seek to realize a profit based on
the difference between the prices at which they buy and sell various
currencies. Thus, a dealer might offer to sell a foreign currency to the Fund
at one rate, while offering a lesser rate of exchange if the Fund desires to
resell that currency to the dealer.

      |_| Regulatory Aspects of Hedging Instruments. When using futures and
options on futures, the Fund is required to operate within certain guidelines
and restrictions with respect to the use of futures as established by the
Commodities Futures Trading Commission (the "CFTC"). In particular, the Fund
is exempted from registration with the CFTC as a "commodity pool operator" if
the Fund complies with the requirements of Rule 4.5 adopted by the CFTC. The
Rule does not limit the percentage of the Fund's assets that may be used for
futures margin and related options premiums for a bona fide hedging position.
However, under the Rule, the Fund must limit its aggregate initial futures
margin and related options premiums to not more than 5% of the Fund's net
assets for hedging strategies that are not considered bona fide hedging
strategies under the Rule. Under the Rule, the Fund must also use short
futures and options on futures solely for bona fide hedging purposes within
the meaning and intent of the applicable provisions of the Commodity Exchange
Act.

      Transactions in options by the Fund are subject to limitations
established by the option exchanges. The exchanges limit the maximum number
of options that may be written or held by a single investor or group of
investors acting in concert. Those limits apply regardless of whether the
options were written or purchased on the same or different exchanges or are
held in one or more accounts or through one or more different exchanges or
through one or more brokers. Thus, the number of options that the Fund may
write or hold may be affected by options written or held by other entities,
including other investment companies having the same adviser as the Fund (or
an adviser that is an affiliate of the Fund's adviser). The exchanges also
impose position limits on Futures transactions. An exchange may order the
liquidation of positions found to be in violation of those limits and may
impose certain other sanctions.

      Under the Investment Company Act, when the Fund purchases a future, it
must maintain cash or readily marketable short-term debt instruments in an
amount equal to the market value of the securities underlying the future,
less the margin deposit applicable to it. The account must be a segregated
account or accounts held by the Fund's Custodian bank.

      |_| Tax Aspects of Certain Hedging Instruments. Certain foreign
currency exchange contracts in which the Fund may invest are treated as
"Section 1256 contracts" under the Internal Revenue Code. In general, gains
or losses relating to Section 1256 contracts are characterized as 60%
long-term and 40% short-term capital gains or losses under the Code. However,
foreign currency gains or losses arising from Section 1256 contracts that are
forward contracts generally are treated as ordinary income or loss. In
addition, Section 1256 contracts held by the Fund at the end of each taxable
year are "marked-to-market," and unrealized gains or losses are treated as
though they were realized. These contracts also may be marked-to-market for
purposes of determining the excise tax applicable to investment company
distributions and for other purposes under rules prescribed pursuant to the
Internal Revenue Code. An election can be made by the Fund to exempt those
transactions from this marked-to-market treatment.

      Certain forward contracts the Fund enters into may result in
"straddles" for Federal income tax purposes. The straddle rules may affect
the character and timing of gains (or losses) recognized by the Fund on
straddle positions. Generally, a loss sustained on the disposition of a
position making up a straddle is allowed only to the extent that the loss
exceeds any unrecognized gain in the offsetting positions making up the
straddle. Disallowed loss is generally allowed at the point where there is no
unrecognized gain in the offsetting positions making up the straddle, or the
offsetting position is disposed of.

      Under the Internal Revenue Code, the following gains or losses are
treated as ordinary income or loss:

      (1) gains or losses attributable to fluctuations in exchange rates that
          occur between the time the Fund accrues interest or other
          receivables or accrues expenses or other liabilities denominated in
          a foreign currency and the time the Fund actually collects such
          receivables or pays such liabilities, and
      (2) gains or losses attributable to fluctuations in the value of a
          foreign currency between the date of acquisition of a debt security
          denominated in a foreign currency or foreign currency forward
          contracts and the date of disposition.

      Currency gains and losses are offset against market gains and losses on
each trade before determining a net "Section 988" gain or loss under the
Internal Revenue Code for that trade, which may increase or decrease the
amount of the Fund's investment company income available for distribution to
its shareholders.

      |X| Temporary Defensive Investments. When market conditions are
unstable, or the Manager believes it is otherwise appropriate to reduce
holdings in stocks, the Fund can invest in a variety of debt securities for
defensive purposes. The Fund can also purchase these securities for liquidity
purposes to meet cash needs due to the redemption of Fund shares, or to hold
while waiting reinvest cash received from the sale of other portfolio
securities. The Fund can buy:

|_|   high-quality (rated in the top two rating categories of
          nationally-recognized rating organizations or deemed by the Manager
          to be of comparable quality), short-term money market instruments,
          including those issued by the U. S. Treasury or other government
          agencies,
|_|   commercial paper (short-term, unsecured, promissory notes of domestic
          or foreign companies),
|_|   short-term debt obligations of corporate issuers,
|_|   certificates of deposit and bankers' acceptances of domestic and
          foreign banks and savings and loan associations, and
|_|   repurchase agreements.

      These short-term debt securities would be selected for defensive or
cash management purposes because they can normally be disposed of quickly,
are not generally subject to significant fluctuations in principal value and
their value will be less subject to interest rate risk than longer-term debt
securities. If securities of foreign companies are selected, the issuer must
have assets of at least (U.S.) $1 billion.

            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:

      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
      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
Trustees can change non-fundamental policies without shareholder approval.
However, significant changes to investment policies will be described in
supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's most significant investment policies
are described in the Prospectus.

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

      The Fund cannot buy securities issued or guaranteed by any one issuer
         if more than 5% of its total assets would be invested in securities
         of that issuer or if it would then own more than 10% of that
         issuer's voting securities. That restriction applies to 75% of the
         Fund's total assets. The limit does not apply to securities issued
         by the U.S. government or any of its agencies or instrumentalities.

      The Fund cannot deviate from the percentage restrictions that apply to
         its investments in small, unseasoned companies, borrowing for
         leverage and loans of portfolio securities.

      The Fund cannot lend money. However, it can invest in all or a portion
         of an issue of bonds, debentures, commercial paper or other similar
         corporate obligations. The Fund may also lend its portfolio
         securities subject to the percentage restrictions state in "Loans of
         Portfolio Securities."

   The Fund cannot concentrate investments. That means it cannot invest 25%
      or more of its total assets in any industry.

   The Fund cannot purchase securities on margin. However, the Fund may make
      margin deposits in connection with any of the hedging instruments
      permitted by any of its other fundamental policies.

   The Fund cannot invest in real estate or in interests in real estate.
      However, the Fund can purchase readily-marketable securities of
      companies holding real estate or interests in real estate.

   The Fund cannot invest in commodities or commodity contracts other than
      the hedging instruments permitted by any of its other fundamental
      policies, whether or not such hedging instrument is considered to be a
      commodity or commodity contract.

   The Fund cannot underwrite securities of other companies. A permitted
      exception is in case it is deemed to be an underwriter under the
      Securities Act of 1933 when reselling any securities held in its own
      portfolio.

   The Fund cannot invest in or hold securities of any issuer if officers and
      Trustees of the Fund or the Manager individually beneficially own more
      than 1/2 of 1% of the securities of that issuer and together own more
      than 5% of the securities of that issuer.

   The Fund cannot invest in other open-end investment companies or invest
      more than 5% of its net assets in closed-end investment companies,
      including small business investment companies. The Fund cannot make any
      such investment at commission rates in excess of normal brokerage
      commissions.

   The Fund cannot pledge, mortgage or hypothecate any of its assets.
      However, this does not prohibit the escrow arrangements or other
      collateral or margin arrangements in connection with covered call
      writing or any of the hedging instruments permitted by its other
      fundamental policies.

      The Fund currently has an operating policy (which is not a fundamental
policy but will not be changed without the approval of a shareholder vote)
that prohibits the Fund from issuing senior securities.  However, that policy
does not prohibit certain investment activities that are permitted by the
Fund's other policies, including, for example, borrowing money, and entering
into contracts to buy or sell derivatives, hedging instruments, options,
futures and the related margin, collateral or escrow arrangements.

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

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

How the Fund is Managed

Organization and History. The Fund is an open-end, diversified management
investment company with an unlimited number of authorized shares of
beneficial interest. The Fund was organized as a Maryland corporation in 1972
and reorganized as a Massachusetts business trust in July 1988.

      The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The
Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
Although the Fund will not normally hold annual meetings of its shareholders,
it may hold shareholder meetings from time to time on important matters, and
shareholders have the right to call a meeting to remove a Trustee or to take
other action described in the Fund's Declaration of Trust.

         The Board of Trustees has an Audit Committee, a Study Committee and
a Proxy Committee.  The members of the Audit Committee are Kenneth A.
Randall, Benjamin Lipstein and Edward V. Regan.  The Audit Committee held
five meetings during the Fund's fiscal year ended August 31, 2001.  The Audit
Committee provides the Board with recommendations regarding the selection of
the Fund's independent auditor.  The Audit Committee also reviews the scope
and results of audits and the audit fees charged and reviews reports from the
Fund's independent auditor concerning the Fund's internal accounting
procedures and controls.

         The members of the Proxy Committee are Edward V. Regan, Russell S.
Reynolds, Jr. and Clayton K. Yeutter.  The Proxy Committee held one meeting
during the Fund's fiscal year ended August 31, 2001.  The Proxy Committee
provides the Board with recommendations for proxy voting and monitors proxy
voting by the Fund.

      The members of the Study Committee are Robert G. Galli, Benjamin
Lipstein and Elizabeth B. Moynihan.  The Study Committee held seven meetings
during the Fund's fiscal year ended August 31, 2001.  The Study Committee
evaluates and reports to the Board on the Fund's contractual arrangements
including the investment advisory and distribution agreements, transfer and
shareholder agency agreements and custodian agreements as well as the
policies and procedures adopted by the Fund to comply with the Investment
Company Act of 1940 and other applicable law.

|X|   Classes of Shares. The Board of Trustees has the power, without
         shareholder approval, to divide unissued shares of the Fund into two
         or more classes.  The Board has done so, and the Fund currently has
         five classes of shares: Class A, Class B, Class C, Class N and Class
         Y.  All classes invest in the same investment portfolio. Only
         retirement plans may purchase Class N shares. Only certain
         institutional investors may elect to 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.

      The Trustees are authorized to create new series and classes of
shares.  The Trustees may reclassify unissued shares of the Fund into
additional series or classes of shares.  The Trustees also may 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 or preemptive or
subscription rights.  Shares may be voted in person or by proxy at
shareholder meetings.

      |_| Meetings of Shareholders.  As a Massachusetts business trust, the
Fund is not required to hold, and does not plan to hold, regular annual
meetings of shareholders. The Fund will hold meetings when required to do so
by the Investment Company Act or other applicable law. It will also do so
when a shareholder meeting is called by the Trustees or upon proper request
of the shareholders.

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

      |_| Shareholder and Trustee Liability. The Fund's Declaration of Trust
contains an express disclaimer of shareholder or Trustee liability for the
Fund's obligations. It also provides for indemnification and reimbursement of
expenses out of the Fund's property for any shareholder held personally
liable for its obligations. The Declaration of Trust also states that upon
request, the Fund shall assume the defense of any claim made against a
shareholder for any act or obligation of the Fund and shall satisfy any
judgment on that claim. Massachusetts law permits a shareholder of a business
trust (such as the Fund) to be held personally liable as a "partner" under
certain circumstances. However, the risk that a Fund shareholder will incur
financial loss from being held liable as a "partner" of the Fund is limited
to the relatively remote circumstances in which the Fund would be unable to
meet its obligations.

      The Fund's contractual arrangements state that any person doing
business with the Fund (and each shareholder of the Fund) agrees under its
Declaration of Trust to look solely to the assets of the Fund for
satisfaction of any claim or demand that may arise out of any dealings with
the Fund. Additionally, the Trustees shall have no personal liability to any
such person, to the extent permitted by law.

Trustees and Officers of the Fund. The Fund's Trustees and officers and their
principal occupations and business affiliations and occupations during the
past five years are listed below. Trustees denoted with an asterisk (*) below
are deemed to be "interested persons" of the Fund under the Investment
Company Act. All of the Trustees are Trustees or Directors of the following
New York-based Oppenheimer funds2:

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


      Messrs. Spiro, Murphy, Zack, Molleur, Wixted, Bishop and Farrar and
Mses. Feld and Ives respectively hold the same offices with the other New
York-based Oppenheimer funds as with the Fund. As of December 3, 2001, the
Trustees and officers of the Fund as a group owned of record or beneficially
less than 1% of each class of shares of the Fund. The foregoing statement
does not reflect ownership of shares of the Fund held of record by an
employee benefit plan for employees of the Manager, other than the shares
beneficially owned under the plan by the officers of the Fund listed above.
Mr. Murphy is the trustee of that plan. Mr. Bartlett, as the Fund's portfolio
manager, receives advice and counsel from other members of the Manager's
Equity Department.

Leon Levy, Chairman of the Board of Trustees, Age: 76.
6803 South Tucson Way, Englewood, Colorado 80112
General Partner of Odyssey  Partners,  L.P.  (investment  partnership)  (since
1982)  and  Chairman  of the  Board of  Avatar  Holdings,  Inc.  (real  estate
development) (since 1981).

Donald W. Spiro, Vice Chairman of the Board of Trustees, Age: 76.
6803 South Tucson Way, Englewood, Colorado 80112
Chairman Emeritus of the Manager (since 1991).  Formerly he held the following
positions:  Chairman  (November  1987 - January 1991) and a director  (January
1969  -  August   1999)   of  the   Manager;   President   and   Director   of
OppenheimerFunds  Distributor,  Inc.,  a  subsidiary  of the  Manager  and the
Fund's Distributor (July 1978 - January 1992).

John V. Murphy*, President, Chief Executive Officer and Trustee, Age: 52.
498 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer and director (since July 2001) and
President (since August 2000) of the Manager; President and a trustee of
other Oppenheimer funds; President and a director (since July 2001) of
Oppenheimer Acquisition Corp., the Manager's parent holding company;
President, Chief Executive Officer and a director (since July 2001) of OFI
Private Investments, Inc., an investment adviser subsidiary of the Manager;
Chairman and a director (since July 2001) of Shareholder Services, Inc. and
of Shareholder Financial Services, Inc., transfer agent subsidiaries of the
Manager; President and a director (since July 2001)  of Oppenheimer
Partnership Holdings, Inc., a holding company subsidiary of the Manager; a
director of HarbourView Asset Management Corporation and of Oppenheimer Real
Asset Management, Inc. (since July 2001), investment adviser subsidiaries of
the Manager; President and a director (since July 2001) of OppenheimerFunds
Legacy Program, a charitable trust program established by the Manager;
formerly trustee of MML Series Investment Fund an open-end investment company
(from November 1999 to November 2001); Chief Operating Officer (August 2000 -
July 2001) of the Manager; Executive Vice President of MassMutual Financial
Group (from 1995 to 1997); Executive Vice President and Chief Operating
Officer of David L. Babson & Company (from 1995 to 1997), an investment
advisor; Chief Operating Officer of Concert Capital Management, Inc. (from
1993 to 1996), an investment advisor.

Robert G. Galli, Trustee, Age: 68.
6803 South Tucson Way, Englewood, Colorado 80112
A Trustee or Director of other Oppenheimer funds. Formerly he held the
following positions: Vice Chairman (October 1995 - December 1997) and
Executive Vice President (December 1977 - October 1995) of the Manager;
Executive Vice President and a director (April 1986 - October 1993) of
HarbourView Asset Management Corporation.

Phillip A. Griffiths, Trustee, Age: 63.
6803 South Tucson Way, Englewood, Colorado 80112
The Director of the Institute for Advanced Study, Princeton, N.J. (since
1991), director of GSI Lumonics (since 2001) and a member of the National
Academy of Sciences (since 1979); formerly (in descending chronological
order) a director of Bankers Trust Corporation, Provost and Professor of
Mathematics at Duke University, a director of Research Triangle Institute,
Raleigh, N.C., and a Professor of Mathematics at Harvard University.

Benjamin Lipstein, Trustee, Age: 78.
6803 South Tucson Way, Englewood, Colorado 80112
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.






Elizabeth B. Moynihan, Trustee, Age: 72.
6803 South Tucson Way, Englewood, Colorado 80112
Author and architectural historian; a trustee of the Freer Gallery of Art and
Arthur M. Sockler Gallery (Smithsonian Institute), Trustees Council of the
National Building Museum; a member of the Trustees Council, Preservation
League of New York State.

Kenneth A. Randall, Trustee, Age: 74.
6803 South Tucson Way, Englewood, Colorado 80112
A director of Dominion Resources, Inc. (electric utility holding company) and
Prime Retail, Inc. (real estate investment trust); formerly a director of
Dominion Energy, Inc. (electric power and oil & gas producer), President and
Chief Executive Officer of The Conference Board, Inc. (international economic
and business research) and a director of Lumbermens Mutual Casualty Company,
American Motorists Insurance Company and American Manufacturers Mutual
Insurance Company.

Edward V. Regan, Trustee, Age: 71.
6803 South Tucson Way, Englewood, Colorado 80112
President, Baruch College, CUNY; a director of RBAsset (real estate manager);
a director of OffitBank; formerly Trustee, Financial Accounting Foundation
(FASB and GASB); Senior Fellow of Jerome Levy Economics Institute, Bard
College; Chairman of Municipal Assistance Corporation for the City of New
York; New York State Comptroller and Trustee of New York State and Local
Retirement Fund.

Russell S. Reynolds, Jr., Trustee, Age: 70.
6803 South Tucson Way, Englewood, Colorado 80112
Chairman of The Directorship Search Group, Inc. (corporate governance
consulting and executive recruiting) (since 1993); a director of Professional
Staff Limited (a U.K. temporary staffing company) (since 1995); a life
trustee of International House (non-profit educational organization), and a
trustee of the Greenwich Historical Society (since 1996).

Clayton K. Yeutter, Trustee, Age: 71.
6803 South Tucson Way, Englewood, Colorado 80112
Of Counsel, Hogan & Hartson (a law firm) (since 1993). Other directorships:
Caterpillar, Inc. (since 1993); Zurich Financial Services (since 1998);
ConAgra, Inc. (since 1993); FMC Corporation (since 1993); Texas Instruments
Incorporated (since 1993); and Weyerhaeuser Co. (since 1999); formerly a
director of Farmers Group Inc. (1994-2000), Zurich Allied AG (1998-2000) and
of Allied Zurich Pl.c (1998-2000).

Robert G. Zack, Vice President and Secretary, Age: 53.
498 Seventh Avenue, New York, New York  10018
Acting General Counsel (From November 1, 2001), Senior Vice President (since
May 1985), Associate General Counsel (since May 1981) of OppenheimerFunds,
Inc.; Assistant Secretary of Shareholder Services, Inc. (since May 1985),
Shareholder Financial Services, Inc. (since November 1989); OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds.






Bruce Bartlett, Vice President and Portfolio Manager, Age: 51.
498 Seventh Avenue, New York, New York  10018
Senior Vice President (since January 1999) of the Manager; an officer and
portfolio manager of other Oppenheimer funds, prior to joining the Manager in
April, 1995, he was a Vice President and Senior Portfolio Manager at First of
America Investment Corp. (September 1986 - April 1995).

Brian W. Wixted, Treasurer, Age: 42.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager;
Treasurer (since March 1999) of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000) and of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company; Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp.; an officer of other Oppenheimer funds;
formerly Principal and Chief Operating Officer, Bankers Trust Company -
Mutual Fund Services Division (March 1995 - March 1999); Vice President and
Chief Financial Officer of CS First Boston Investment Management Corp.
(September 1991 - March 1995).

Denis R. Molleur, Assistant Secretary, Age: 44.
498 Seventh Avenue, New York, New York 10018
Vice President and Senior Counsel of the Manager (since July 1999); an
officer of other Oppenheimer funds; formerly a Vice President and Associate
Counsel of the Manager (September 1995 - July 1999).

Katherine P. Feld, Assistant Secretary, Age: 43.
498 Seventh Avenue, New York, New York 10018
Vice President and Senior Counsel of the Manager (since July 1999); Vice
President of OppenheimerFunds Distributor, Inc. (since June 1990); an officer
of other Oppenheimer funds; formerly a Vice President and Associate Counsel
of the Manager (June 1990 - July 1999).

Kathleen T. Ives, Assistant Secretary, Age: 36.
6803 South Tucson Way, Englewood, CO 80112
Vice  President and  Assistant  Counsel of the Manager  (since June 1998);  an
officer of other Oppenheimer  funds;  formerly an Assistant Vice President and
Assistant  Counsel of the Manager  (August  1997 - June 1998);  and  Assistant
Counsel of the Manager (August 1994 - August 1997).

Robert J. Bishop, Assistant Treasurer, Age: 43.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of
the Manager/Mutual Fund Accounting (April 1994 - May 1996) and a Fund
Controller of the Manager.






Scott T. Farrar, Assistant Treasurer, Age: 36.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer Funds; formerly an Assistant Vice President
of the Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund
Controller of the Manager.

      |X| Remuneration of Trustees.  The officers of the Fund and one Trustee
of the Fund (Mr. Murphy) who are affiliated with the Manager receive no
salary or fee from the Fund. The remaining Trustees of the Fund received the
compensation shown below.  The compensation from the Fund was paid during its
fiscal year ended August 31, 2001.  The compensation from all of the New
York-based Oppenheimer funds (including the Fund) was received as a director,
trustee or member of a committee of the boards of those funds during the
calendar year 2000.








---------------------------------------------------------------------------------
                                                                    Total
------------------------                       Retirement       Compensation
                                                Benefits          from all
                             Aggregate      Accrued as Part    New York based
                            Compensation        of Fund          Oppenheimer
Trustee's Name               from Fund1         Expenses      Funds (30 Funds)2
and Position
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Leon Levy                     $48,485           $28,363           $171,950
Chairman
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Robert G. Galli                $9,800            $1,484           $191,1343
Study Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Phillip Griffiths             $8,7204             $404             $59,529

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Benjamin Lipstein             $27,468           $10,074           $148,639
Study Committee
Chairman,
Audit Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Elizabeth B. Moynihan         $23,657           $11,406           $104,695
Study Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Kenneth A. Randall            $25,117           $13,879            $96,034
Audit Committee
Chairman,
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Edward V. Regan               $23,048           $15,625            $94,995
Proxy Committee
Chairman, Audit
Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Russell S. Reynolds, Jr.      $17,626            $6,510            $71,069
Proxy Committee Member
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Donald Spiro                  $12,725             $474             $63,435
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Clayton K. Yeutter            $19,4615          $12,718            $71,069
Proxy Committee Member
---------------------------------------------------------------------------------

1. Aggregate  compensation includes fees, deferred  compensation,  if any, and
   retirement plan benefits accrued for a Trustee or Director.
2. For the 2000 calendar year.
3. Total  compensation  for  the  2000  calendar  year  includes  compensation
   received for serving as Trustee or Director of 10 other Oppenheimer funds.
4. Includes  $8,316 which was deferred  under the Deferred  Compensation  Plan
described below.
5. Includes  $1,686 which was deferred  under the Deferred  Compensation  Plan
described below.






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

      |X| Deferred Compensation Plan for Trustees. The Board of Trustees has
adopted a Deferred Compensation Plan for disinterested trustees 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 Trustee is periodically adjusted as though an equivalent amount
had been invested in shares of one or more Oppenheimer funds selected by the
Trustee. The amount paid to the Trustee under the plan will be determined
based upon the performance of the selected funds.

      Deferral of Trustees' 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 Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order issued
by the Securities and Exchange Commission, the Fund may invest in the funds
selected by the Trustee under the plan without shareholder approval for the
limited purpose of determining the value of the Trustee's deferred fee
account.

      |X| Major Shareholders. As of December 11, 2001, there were no persons
who owned of record or were known by the Fund to own beneficially 5% or more
of any class of the Fund's outstanding Class A, Class B and Class C shares
and the only persons who owned of record or were known by the Fund to own
beneficially 5% or more of the Fund's outstanding Class N shares and Class Y
shares were:

      Jonathan Flicker or Howard  Zuckerman  Trustees,  Arbros  Communications
Inc.  Employees  Savings  Trust,  1100 Wayne Ave.,  FL 8, Silver  Spring,  MD.
20910-5642,  which owned  8,844.447  Class N shares (25.99% of the outstanding
Class N shares).

      Brad Randall & Charles  Sullivan  Trustees,  Randall Ford 401K PSP, 5500
Rogers Ave., Fort Smith,  AR 72903-3748,  which owned 2,802.785 Class N shares
(8.23 % of the outstanding Class N shares).

                              John J. Duffy Trustee,  JR Pharmacy Inc. PSP FBO
John Duffy BDA, 61 Grove St., New York, NY 10014-3418,  which owned  2,642.989
Class N shares (7.76 % of the outstanding Class N shares).

                              RPSS TR  Rollover  IRA FBO Roger L.  Brown,  912
Cleta Dr.,  Ballwin MO 63021-6570,  which owned 2,576.940 Class N shares (7.57
% of the outstanding Class N shares).

                              Frontier Trust Co Trustee,  Winsam 401K,  5001 S
Mulen St #104,  Fort  Worth TX 76132,  which  owned  2,256.910  Class N shares
(6.63% of the outstanding Class N shares).

                              RPSS TR  Healthfirst  Services  Inc.  LTD  401K,
4504 Boat Club Rd, STE 200, Fort Worth, TX 76135,  which owned 1,824.829 Class
N shares (5.36% of the outstanding Class N shares).

                              RPSS TR  Rollover  IRA FBO  John  Totton,  10510
Copperfield  Dr., Saint Louis MO  63123-5002,  which owned  1,761.720  Class N
shares (5.17% of the outstanding Class N shares).

      Mass Mutual Life Insurance Co., 1295 State Street, Springfield, MA
01111, which owned 2,783,146.431Class Y shares (representing 95.03% of the
Fund's then outstanding Class Y shares) and advised the Fund that such
ownership was for the sole benefit of its clients.

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

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

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

      |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. The portfolio
manager of the Fund is employed by the Manager and is the person who is
principally responsible for the day-to-day management of the Fund's
portfolio. Other members of the Manager's Equity Portfolio Team provide the
portfolio manager with counsel and support in managing the Fund's portfolio.

      The agreement requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment. It also requires the
Manager to provide and supervise the activities of all administrative and
clerical personnel required to provide effective administration for the Fund.
Those responsibilities include the compilation and maintenance of records
with respect to its operations, the preparation and filing of specified
reports, and composition of proxy materials and registration statements for
continuous public sale of shares of the Fund.

      The Fund pays expenses not expressly assumed by the Manager under the
advisory agreement. The advisory agreement lists examples of expenses paid by
the Fund.  The major categories relate to interest, taxes, brokerage
concessions, fees to certain Trustees, 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 are applied to the assets of the
Fund as a whole.  The fees are allocated to each class of shares based upon
the relative proportion of the Fund's net assets represented by that class.

 ------------------------------------------------------------------------------
   Fiscal Year ended 8/31:     Management Fees Paid to OppenheimerFunds, Inc.
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
             1999                               $13,894,842
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
             2000                               $20,119,482
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
             2001                               $19,009,822
 ------------------------------------------------------------------------------

The investment advisory agreement states that in the absence of willful misfeasance,
bad faith, gross negligence in the performance of its duties or reckless
disregard of its obligations and duties under the investment advisory
agreement, the Manager is not liable for any loss the Fund sustains for any
investment adoption of any investment policy, or the purchase, sale or
retention of any security.

      The agreement permits the Manager to act as investment adviser 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
adviser or general distributor. If the Manager shall no longer act as
investment adviser to the Fund, the Manager may withdraw the right of the
Fund to use the name "Oppenheimer" as part of its name.

Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement. One of the duties
of the Manager under the investment advisory agreement is to arrange the
portfolio transactions for the Fund. The advisory agreement contains
provisions relating to the employment of broker-dealers to effect the Fund's
portfolio transactions. The Manager is authorized by the advisory agreement
to employ broker-dealers, including "affiliated" brokers, as that term is
defined in the Investment Company Act. The Manager may employ broker-dealers
that the Manager thinks, in its best judgment based on all relevant factors,
will implement the policy of the Fund to obtain, at reasonable expense, the
"best execution" of the Fund's portfolio transactions. "Best execution" means
prompt and reliable execution at the most favorable price obtainable. The
Manager need not seek competitive commission bidding. However, it is expected
to be aware of the current rates of eligible brokers and to minimize the
commissions paid to the extent consistent with the interests and policies of
the Fund as established by its Board of Trustees.

      Under the investment advisory agreement, the Manager may select brokers
(other than affiliates) that provide brokerage and/or research services for
the Fund and/or the other accounts over which the Manager or its affiliates
have investment discretion. The commissions paid to such brokers may be
higher than another qualified broker would charge, if the Manager makes a
good faith determination that the commission is fair and reasonable in
relation to the services provided. Subject to those considerations, as a
factor in selecting brokers for the Fund's portfolio transactions, the
Manager may also consider sales of shares of the Fund and other investment
companies for which the Manager or an affiliate serves as investment adviser.

Brokerage Practices Followed by the Manager. The Manager allocates brokerage
for the Fund subject to the provisions of the investment advisory agreement
and the procedures and rules described above. Generally, the Manager's
portfolio traders allocate brokerage based upon recommendations from the
Manager's portfolio managers. In certain instances, portfolio managers may
directly place trades and allocate brokerage.  In either case, the Manager's
executive officers supervise the allocation of brokerage.

      Transactions in securities other than those for which an exchange is
the primary market are generally done with principals or market makers.  In
transactions on foreign exchanges, the Fund may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated
commissions available in U.S. markets.  Brokerage commissions are paid
primarily for transactions in listed securities or for certain fixed-income
agency transactions in the secondary market.  Otherwise brokerage commissions
are paid only if it appears likely that a better price or execution can be
obtained by doing so.  In an option transaction, the Fund ordinarily uses the
same broker for the purchase or sale of the option and any transaction in the
securities to which the option relates.  Other funds advised by the Manager
have investment policies similar to those of the Fund. Those other funds may
purchase or sell the same securities as the Fund at the same time as the
Fund, which could affect the supply and price of the securities.  If two or
more funds advised by the Manager purchase the same security on the same day
from the same dealer, the transactions under those combined orders are
averaged as to price and allocated in accordance with the purchase or sale
orders actually placed for each account.

      Most purchases of debt obligations are principal transactions at net
prices.  Instead of using a broker for those transactions, the Fund normally
deals directly with the selling or purchasing principal or market maker
unless the Manager determines that a better price or execution can 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.  Purchases from dealers include a spread between
the bid and asked prices.  The Fund seeks to obtain prompt execution of these
orders at the most favorable net price.

The investment advisory agreement permits the Manager to allocate brokerage for
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.  The investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of the
Manager's other accounts.  Investment research may be supplied to the Manager
by a third party at the instance of a broker through which trades are placed.

      Investment research services include information and analysis on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, information
systems, computer hardware and similar products and services. If a research
service also assists the Manager in a non-research capacity (such as
bookkeeping or other administrative functions), then only the percentage or
component that provides assistance to the Manager in the investment
decision-making process may be paid in commission dollars.

      The Board of Trustees permits the Manager to use stated commissions on
secondary fixed-income agency trades to obtain research if the broker
represents to the Manager that: (i) the trade is not from or for the broker's
own inventory, (ii) the trade was executed by the broker on an agency basis
at the stated commission, and (iii) the trade is not a riskless principal
transaction. The Board of Trustees permits the Manager to use concessions on
fixed-price offerings to obtain research, in the same manner as is permitted
for agency transactions.

      The research services provided by brokers broadens the scope and
supplements the research activities of the Manager.  That research provides
additional views and comparisons for consideration, and helps the Manager to
obtain market information for the valuation of securities that are either
held in the Fund's portfolio or are being considered for purchase.  The
Manager provides information to the Board about the commission s paid to
brokers furnishing such services, together with the Manager's representation
that the amount of such commissions was reasonably related to the value or
benefit of such services.

  -----------------------------------------------------------------------------
    Fiscal Year Ended 8/31:     Total Brokerage Commissions Paid by the Fund1
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
              1999                               $4,535,097
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
              2000                               $1,551,0402
  -----------------------------------------------------------------------------
  -----------------------------------------------------------------------------
              2001                               $3,838,7033
  -----------------------------------------------------------------------------

  1. Amounts do not include  spreads or concessions on principal  transactions
   on a net trade basis.
  2. In the fiscal year ended  8/31/00,  the amount of  transactions  directed
   to brokers for  research  services was  $691,230,606  and the amount of the
   commissions paid to broker-dealers for those services was $624,828.
  3. In the fiscal year ended  8/31/01,  the amount of  transactions  directed
   to brokers for research services was  $1,460,471,538  and the amount of the
   concessions paid to broker-dealers for those services was $1,651,878.

Distribution and Service Plans

The Distributor. Under its General Distributor's Agreement with the Fund, the
Distributor acts as the Fund's principal underwriter in the continuous public
offering of the Fund's classes 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 Distributor is not obligated to sell a specific number of
shares. Expenses normally attributable to sales are borne by the Distributor.

      The sales charges and concessions paid to, or retained by, the
Distributor from the sale of shares during the Fund's three most recent
fiscal years, and the contingent deferred sales charges retained by the
Distributor on the redemption of shares for the most recent fiscal year are
shown in the tables below.

-------------------------------------------
Fiscal    Aggregate        Class A
                           Front-End
Year      Front-End Sales  Sales Charges
Ended     Charges on       Retained by
8/31:     Class A Shares   Distributor1
-------------------------------------------
-------------------------------------------
  1999       $2,645,481       $842,368
-------------------------------------------
-------------------------------------------
  2000       $4,977,997      $1,530,627
-------------------------------------------
-------------------------------------------
  2001       $5,039,994      $1,431,582
-------------------------------------------
1.    Includes amounts  retained by a broker-dealer  that is an affiliate or a
    parent of the Distributor.






------------------------------------------------------------------------------
Fiscal    Concessions on   Concessions on   Concessions on   Concessions on
Year      Class A Shares   Class B Shares   Class C Shares   Class N Shares
Ended     Advanced by      Advanced by      Advanced by      Advanced by
8/31:     Distributor1     Distributor1     Distributor1     Distributor1
------------------------------------------------------------------------------
------------------------------------------------------------------------------
  1999        $169,949        $2,627,603        $136,923           N/A
------------------------------------------------------------------------------
------------------------------------------------------------------------------
  2000        $457,833        $6,360,803        $457,702           N/A
------------------------------------------------------------------------------
------------------------------------------------------------------------------
  2001        $993,657        $6,136,274        $470,959         $2,2272
------------------------------------------------------------------------------
1.    The  Distributor  advances  concession  payments  to dealers for certain
   sales of Class A shares  and for sales of Class B and  Class C shares  from
   its own resources at the time of sale.
2.    The inception date of Class N shares was March 1, 2001.


------------------------------------------------------------------------------
Fiscal    Class A          Class B          Class C          Class N
          Contingent       Contingent       Contingent       Contingent
Year      Deferred Sales   Deferred Sales   Deferred Sales   Deferred Sales
Ended     Charges          Charges          Charges          Charges
8/31      Retained by      Retained by      Retained by      Retained by
          Distributor      Distributor      Distributor      Distributor
------------------------------------------------------------------------------
------------------------------------------------------------------------------
  2001        $15,439         $1,162,350        $51,976             $0
------------------------------------------------------------------------------


Distribution and Service Plans.  The Fund has adopted a Service Plan for
Class A shares and Distribution and Service Plans for Class B, Class C and
Class N shares under Rule 12b-1 of the Investment Company Act.  Under those
plans the Fund pays the Distributor for all or a portion of its costs
incurred in connection with the distribution and/or servicing of the shares
of the particular class.

      Under the plans, the Manager and the Distributor may make payments to
affiliates and in their sole discretion, from time to time, may use their own
resources (at no direct cost to the Fund) to make payments to brokers,
dealers or other financial institutions for distribution and administrative
services they perform.  The Manager may use its profits from the advisory fee
it receives from the Fund. In their sole discretion, the Distributor and the
Manager may increase or decrease the amount of payments they make from their
own resources to plan recipients.

      Unless a plan is terminated as described below, the plan continues in
effect from year to year but only if the Fund's Board of Trustees and its
Independent Trustees specifically vote annually to approve its continuance.
Approval must be by a vote cast in person at a meeting called for the purpose
of voting on continuing the plan. A plan may be terminated at any time by the
vote of a majority of the Independent Trustees or by the vote of the holders
of a "majority" (as defined in the Investment Company Act) of the outstanding
shares of that class.






      The Board of Trustees and the Independent Trustees must approve all
material amendments to a plan.  An amendment to increase materially the
amount of payments to be made under a plan must be approved by shareholders
of the class affected by the amendment.  Because Class B shares of the Fund
automatically convert into Class A shares after six years, the Fund must
obtain the approval of both Class A and Class B shareholders for a proposed
material amendment to the Class A Plan that would materially increase
payments under the Plan.  That approval must be by a "majority" (as defined
in the Investment Company Act) of the shares of each Class, voting separately
by class.

      While the Plans are in effect, the Treasurer of the Fund shall provide
separate written reports on the plans to the Board of Trustees at least
quarterly for its review. The Reports shall detail the amount of all payments
made under a plan, the purpose for which the payments were made and the
identity of each recipient of a payment. The reports on the Class B Plan and
Class C Plan shall also include the Distributor's distribution costs for that
quarter and in the case of the Class B plan the amount of those costs for
previous fiscal periods that have been carried forward. Those reports are
subject to the review and approval of the Independent Trustees.

      Each Plan states that while it is in effect, the selection and
nomination of those Trustees of the Fund who are not "interested persons" of
the Fund is committed to the discretion of the Independent Trustees. This
does not prevent the involvement of others in the selection and nomination
process as long as the final decision as to selection or nomination is
approved by a majority of the Independent Trustees.

Under the plan for a class, no payment will be made to any recipient in any quarter
in which the aggregate net asset value of all Fund shares of that class held
by the recipient for itself and its customers does not exceed a minimum
amount, if any, that may be set from time to time by a majority of the
Independent Trustees. The Board of Trustees has set no minimum amount of
assets to qualify for payments under the plans.

      |_| Class A Service Plan Fees.  Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they
provide for their customers who hold Class A shares.  The services include,
among others, answering customer inquiries about the Fund, assisting in
establishing and maintaining accounts in the Fund, making the Fund's
investment plans available and providing other services at the request of the
Fund or the Distributor.  While the plan permits the Board to authorize
payments to the Distributor to reimburse itself for services under the plan,
the Board has not yet done so.  The Distributor makes payments to plan
recipients quarterly at an annual rate not to exceed 0.25% of the average
annual net assets consisting of Class A shares, held in the accounts of the
recipients or their customers.

      For the fiscal year ended August 31, 2001 payments under the Class A
Plan totaled $5,011,011, all of which was paid by the Distributor to
recipients.  That included $356,165 paid to an affiliate of the Distributor's
parent company.  Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in
subsequent years. The Distributor may not use payments received the Class A
Plan to pay any of its interest expenses, carrying charges, or other
financial costs, or allocation of overhead.

      |_| Class B, Class C and Class N Service and Distribution Plan Fees.
Under each plan, service fees and distribution fees are computed on the
average of the net asset value of shares in the respective class, determined
as of the close of each regular business day during the period.  The Class B
plan allows the Distributor to be reimbursed for its services and costs in
distributing Class B shares and servicing accounts.  The Class C and Class N
plans provide for the Distributor to be compensated at a flat rate, whether
the Distributor's distribution expenses are more or less than the amounts
paid by the Fund under the plan during the period for which the fee is paid.
The types of services that recipients provide are similar to the services
provided under the Class A service plan, described above.

      The Class B, Class C and Class N plans permit the Distributor to retain
both the asset-based sales charges and the service fees or to pay recipients
the service fee on a quarterly basis, without payment in advance.  However,
the Distributor currently intends to pay the service fee to recipients in
advance for the first year after the shares are purchased.  After the first
year shares are outstanding, the Distributor makes service fee payments
quarterly on those shares.  The advance payment is based on the net asset
value of shares sold.  Shares purchased by exchange do not qualify for the
advance service fee payment.  If Class B, Class C or Class N shares are
redeemed during the first year after their purchase, the recipient of the
service fees on those shares will be obligated to repay the Distributor a pro
rata portion of the advance payment of the service fee made on those shares.

      The Distributor retains the asset-based sales charge on Class B and
Class N shares.  The Distributor retains the asset-based sales charge on
Class C shares during the first year the shares are outstanding.  It pays the
asset-based sales charge as an ongoing concession to the recipient on Class C
shares outstanding for a year or more.  If a dealer has a special agreement
with the Distributor, the Distributor will pay the Class B, Class C and/or
Class N service fee and the asset-based sales charge to the dealer quarterly
in lieu of paying the sales concessions and service fee in advance at the
time of purchase.

The asset-based sales charges on Class B, Class C and Class N shares allow investors
to buy shares without a front-end sales charge while allowing the Distributor
to compensate dealers that sell those shares.  The Fund pays the asset-based
sales charges to the Distributor for its services rendered in distributing
Class B, Class C and Class N shares.  The payments are made to the
Distributor in recognition that the Distributor:

o.....pays sales concessions to authorized  brokers and dealers at the time of
            sale and pays service fees as described above,
o     may  finance  payment of sales  concessions  and/or  the  advance of the
            service fee payment to recipients  under the plans, or may provide
            such  financing from its own resources or from the resources of an
            affiliate,
o     employs personnel to support  distribution of Class B, Class C and Class
            N shares,
o     bears the costs of sales literature, advertising and prospectuses
            (other than those furnished to current shareholders) and state
            "blue sky" registration fees and certain other distribution
            expenses, may not be able to adequately compensate dealers that
            sell Class B, Class C and Class N shares without receiving
            payment under the plans and therefore may not be able to offer
            such Classes for sale absent the plans,
o     receives payments under the plans consistent with the service fees and
            asset-based sales charges paid by other non-proprietary funds
            that charge 12b-1 fees,
o     may use the payments under the plan to include the Fund in various
            third-party distribution programs that may increase sales of Fund
            shares,
o     may experience increased difficulty selling the Fund's shares if
            payments under the plan are discontinued because most competitor
            funds have plans that pay dealers for rendering distribution
            services as much or more than the amounts currently being paid by
            the Fund, and
o     may not be able to continue providing, at the same or at a lesser cost,
            the same quality distribution sales efforts and services, or to
            obtain such services from brokers and dealers, if the plan
            payments were to be discontinued.

     When Class B, Class C or Class N shares are sold without the designation
of a broker-dealer, the Distributor is automatically designated as the
broker-dealer of record. In those cases, the Distributor retains the service
fee and asset-based sales charge paid on Class B, Class C and Class N shares.

     The Distributor's actual expenses in selling Class B, Class C and Class
N shares may be more than the payments it receives from the contingent
deferred sales charges collected on redeemed shares and from the Fund under
the plans.  If the Class B, Class C or Class N plan is terminated by the
Fund, the Board of Trustees may allow the Fund to continue payments of the
asset-based sales charge to the Distributor for distributing shares before
the plan was terminated.

---------------------------------------------------------------------------------
      Distribution Fees Paid to the Distributor for the Year Ended 8/31/01
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class:        Total          Amount         Distributor's       Distributor's
                                                                Unreimbursed
                                            Aggregate           Expenses as %
              Payments       Retained by    Unreimbursed        of Net Assets
              Under Plan     Distributor    Expenses Under Plan of Class
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B Plan    $6,915,642    $5,577,8061       $12,964,753          2.68%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C Plan    $1,338,792     $433,8482        $1,454,281           1.42%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N Plan       $174           $107             None                0%
---------------------------------------------------------------------------------
1.    Includes  $99,918  paid  to an  affiliate  of the  Distributor's  parent
   company.
2.    Includes  $24,911  paid  to an  affiliate  of the  Distributor's  parent
   company.


      All  payments  under the Class B, Class C and Class N plans are  subject
to the  limitations  imposed by the Conduct Rules of the National  Association
of  Securities  Dealers,  Inc. on payments of  asset-based  sales  charges and
service fees.

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its investment performance. Those terms include "cumulative total
return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below. The charts below show the
Fund's performance as of the Fund's most recent fiscal year end. You can
obtain current performance information by calling the Fund's Transfer Agent
at 1.800.525.7048 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.
------------------------

      The Fund's illustrations of its performance data in advertisements must
comply with rules of the Securities and Exchange Commission. Those rules
describe the types of performance data that may be used and how it is to be
calculated. In general, any advertisement by the Fund of its performance data
must include the average annual total returns for the advertised class of
shares of the Fund. Those returns must be shown for the 1-, 5- and 10-year
periods (or the life of the class, if less) ending as of the most recently
ended 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 comparison with other
investments:

      |_| 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 and
price than the shares used in the model.
      |_| The Fund's performance returns do not reflect the effect of taxes
on dividends and capital gains distributions.
      |_| An investment in the Fund is not insured by the FDIC or any other
government agency.
      |_| The principal value of the Fund's shares and total returns are not
guaranteed and normally will fluctuate on a daily basis.
      |_| When an investor's shares are redeemed, they may be worth more or
less than their original cost.
      |_| Total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future returns.

      The performance of each class of shares is shown separately, because
the performance of each class of shares will usually be different. That is
because of the different kinds of expenses each class bears. The total
returns of each class of shares of the Fund are affected by market
conditions, the quality of the Fund's investments, the maturity of debt
investments, the types of investments the Fund holds, and its operating
expenses that are allocated to the particular class.

      |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. Because of differences in expenses for each class of shares, the
total returns for each class are separately measured. 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.

      In calculating total returns for Class A shares, the current maximum
sales charge of 5.75% (as a percentage of the offering price) is deducted
from the initial investment ("P") (unless the return is shown without sales
charge, as described below). For Class B shares, payment of the applicable
contingent deferred sales charge is applied, depending on the period for
which the return is shown: 5.0% in the first year, 4.0% in the second year,
3.0% in the third and fourth years, 2.0% in the fifth year, 1.0% in the sixth
year and none thereafter. For Class C shares, the 1% contingent deferred
sales charge is deducted for returns for the one-year period. For Class N
shares, the 1% contingent deferred sales charge is deducted for returns for
the one-year and life-of-class periods as applicable. There is no sales
charge for Class Y shares.

      |_| 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" in the formula) to achieve an Ending
Redeemable Value ("ERV" in the formula) of that investment, according to the
following formula:

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



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

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


      |_| Total Returns at Net Asset Value.  From time to time the Fund may
also quote a cumulative or an average annual total return "at net asset
value" (without deducting sales charges) for Class A, Class B, Class C or
Class N shares. There is no sales charge on Class Y shares.  Each is based on
the difference in net asset value per share at the beginning and the end of
the period for a hypothetical investment in that class of shares (without
considering front-end or contingent deferred sales charges) and takes into
consideration the reinvestment of dividends and capital gains distributions.







-------------------------------------------------------------------------------
            The Fund's Total Returns for the Periods Ended 8/31/014
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
         Cumulative Total              Average Annual Total Returns
Class    Returns (10
of       years or Life of
Shares   Class)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                  5-Year           10-Year
                                1-Year              (or              (or
                                              life-of-class)   life-of-class)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
         After    Without  After    Without  After    Without  After   Without
         Sales    Sales    Sales    Sales    Sales    Sales    Sales   Sales
         Charge   Charge   Charge   Charge   Charge   Charge   Charge  Charge
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class A  153.25%  168.70%  -52.76%  -49.87%   5.60%    6.86%    9.74%  10.39%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class B  110.13%1 110.13%1 -52.57%  -50.26%   5.75%    6.02%   9.68%1  9.68%1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class C  48.31%2  48.31%2  -50.73%  -50.26%   6.02%    6.02%   6.99%2  6.99%2
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class N  -18.51%3 -17.69%3   N/A      N/A      N/A      N/A      N/A     N/A
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Class Y  111.76%4   N/A    -49.77%    N/A     7.13%     N/A    10.90%4   N/A
-------------------------------------------------------------------------------
1. Inception of Class B:      8/17/93
2. Inception of Class C:      11/1/95
3. Inception of Class N:      3/01/01
4. Inception of Class Y:      6/1/94

Other Performance Comparisons.  The Fund compares its performance annually to
that of an appropriate broadly-based market index in its Annual Report to
shareholders.  You can obtain that information by contacting the Transfer
Agent at the addresses or telephone numbers shown on the cover of this
Statement of Additional Information.  The Fund may also compare its
performance to that of other investments, including other mutual funds, or
use rankings of its performance by independent ranking entities.  Examples of
these performance comparisons are set forth below.

      |_| Lipper Rankings.  From time to time the Fund may publish the
ranking of the performance of its classes of shares by Lipper Analytical
Services, Inc.  Lipper is a widely-recognized independent mutual fund
monitoring service.  Lipper monitors the performance of regulated investment
companies, including the Fund, and ranks their performance for various
periods in categories based on investment styles.  The performance of the
Fund is ranked by Lipper against all other growth funds. The Lipper
performance rankings are based on total returns that include the reinvestment
of capital gain distributions and income dividends but do not take sales
charges or taxes into consideration.  Lipper also publishes "peer-group"
indices of the performance of all mutual funds in a category that it monitors
and averages of the performance of the funds in particular categories.

      |_| Morningstar Rankings.  From time to time the Fund may publish the
star ranking of the performance of its classes of shares by Morningstar,
Inc., an independent mutual fund monitoring service.  Morningstar ranks
mutual funds in broad investment categories: domestic stock funds,
international stock funds, taxable bond funds and municipal bond funds.  The
Fund is ranked among domestic stock funds.

      Morningstar proprietary star rankings reflect historical risk-adjusted
total investment return.  For each fund with at least a three-year history,
Morningstar calculates a Morningstar RatingTM metric each month by
subtracting the return on a 90-day U.S. Treasury Bill from the fund's
load-adjusted return for the same period, and then adjusting this excess
return for risk.  The top 10% of funds in each broad asset class receive 5
stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next
22.5% receive 2 stars and the bottom 10% receive 1 star.  The Overall
Morningstar Rating for a fund is derived from a weighted average of the
performance figures associated with its 3-, 5- and 10-year (if applicable)
Morningstar Ratings metrics.

      The Fund may also compare its performance to that of other funds in its
Morningstar category. In addition to its star rankings, Morningstar also
categorizes and compares a fund's 3-year performance based on Morningstar's
classification of the fund's investments and investment style, rather than
how a fund defines its investment objective. Morningstar's four broad
categories (domestic equity, international equity, municipal bond and taxable
bond) are each further subdivided into categories based on types of
investments and investment styles. Those comparisons by Morningstar are based
on the same risk and return measurements as its star rankings but do not
consider the effect of sales charges.

      |_| Performance Rankings and Comparisons by Other Entities and
Publications. From time to time the Fund may include in its advertisements
and sales literature performance information about the Fund cited in
newspapers and other periodicals such as The New York Times, The Wall Street
Journal, Barron's, or similar publications. That information may include
performance quotations from other sources, including Lipper and Morningstar.
The performance of the Fund's classes of shares may be compared in
publications to the performance of various market indices or other
investments, and averages, performance rankings or other benchmarks prepared
by recognized mutual fund statistical services.

      Investors may also wish to compare the returns on the Fund's share
classes to the return on fixed-income investments available from banks and
thrift institutions. Those include certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed or
variable time deposits, and various other instruments such as Treasury bills.
However, the Fund's returns and share price are not guaranteed or insured by
the FDIC or any other agency and will fluctuate daily, while bank depository
obligations may be insured by the FDIC and may provide fixed rates of return.
Repayment of principal and payment of interest on Treasury securities is
backed by the full faith and credit of the U.S. government.

      From time to time, the Fund may publish rankings or ratings of the
Manager or Transfer Agent, and of 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 shareholder and
investor services by third parties may include comparisons of their services
to those provided by other mutual fund families selected by the rating or
ranking services. They may be based upon the opinions of the rating or
ranking service itself, using its research or judgment, or based upon surveys
of investors, brokers, shareholders or others.

          From time to time the Fund may include in its advertisements and
sales literature the total return performance of a hypothetical investment
account that includes shares of the fund and other Oppenheimer funds. The
combined account may be part of an illustration of an asset allocation model
or similar presentation. The account performance may combine total return
performance of the fund and the total return performance of other Oppenheimer
funds included in the account. Additionally, from time to time, the Fund's
advertisements and sales literature may include, for illustrative or
comparative purposes, statistical data or other information about general or
specific market and economic conditions. That may include, for example,
o     information  about the performance of certain  securities or commodities
      markets or segments of those markets,
o     information  about  the  performance  of  the  economies  of  particular
      countries or regions,
o     the   earnings  of   companies   included  in  segments  of   particular
      industries, sectors, securities markets, countries or regions,
o     the  availability  of  different  types of  securities  or  offerings of
      securities,
o     information  relating to the gross national or gross domestic product of
      the United States or other countries or regions,
o     comparisons   of  various  market  sectors  or  indices  to  demonstrate
      performance, risk, or other characteristics of the Fund.


ABOUT YOUR ACCOUNT

            How to Buy Shares

      Additional information is presented below about the methods that can be
used to buy shares of the Fund. Appendix B contains more information about
the special sales charge arrangements offered by the Fund, and the
circumstances in which sales charges may be reduced or waived for certain
classes of investors.

AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25. Shares will be purchased two regular business days
following the regular business day you instruct the Distributor to initiate
the Automated Clearing House ("ACH") transfer to buy the shares. That
instruction must be received prior to the close of The New York Stock
Exchange that day. Dividends will begin to accrue on shares purchased with
the proceeds of ACH transfers on the business day after the shares are
purchased. The Exchange normally closes at 4:00 P.M., but may close earlier
on certain days. 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.

Reduced Sales Charges. As discussed in the Prospectus, a reduced sales charge
rate may be obtained for Class A shares under Right of Accumulation and
Letters of Intent because of the economies of sales efforts and reduction in
expenses realized by the Distributor, dealers and brokers making such sales.
No sales charge is imposed in certain other circumstances described in
Appendix C to this Statement of Additional Information because the
Distributor or dealer or broker incurs little or no selling expenses.

      |X|   Right of Accumulation.  To qualify for the lower sales charge
rates that apply to larger purchases of Class A shares, you and your spouse
can add together:
o     Class A and Class B shares you purchase for your individual accounts
            (including IRAs and 403(b) plans), or for your joint accounts, or
            for trust or custodial accounts on behalf of your children who
            are minors, and
o     Current purchases of Class A and Class B shares of the Fund and other
            Oppenheimer funds to reduce the sales charge rate that applies to
            current purchases of Class A shares, and
o




         Class A and Class B shares of Oppenheimer funds you previously
            purchased subject to an initial or contingent deferred sales
            charge to reduce the sales charge rate for current purchases of
            Class A shares, provided that you still hold your investment in
            one of the Oppenheimer funds.

      A fiduciary can count all shares purchased for a trust, estate or other
fiduciary account (including one or more employee benefit plans of the same
employer) that has multiple accounts. The Distributor will add the value, at
current offering price, of the shares you previously purchased and currently
own to the value of current purchases to determine the sales charge rate that
applies. The reduced sales charge will apply only to current purchases. You
must request it when you buy shares.

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

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

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

1 - "OSM" stands for Oppenheimer Select Managers

      There is an initial sales charge on the purchase of Class A shares of
each of the Oppenheimer funds 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.

Letters of Intent. Under a Letter of Intent, if you purchase Class A shares
or Class A and Class B shares of the Fund and other Oppenheimer funds during
a 13-month period, you can reduce the sales charge rate that applies to your
purchases of Class A shares. The total amount of your intended purchases of
both Class A and Class B shares will determine the reduced sales charge rate
for the Class A shares purchased during that period. You can include
purchases made up to 90 days before the date of the Letter.


      A Letter of Intent is an investor's statement in writing to the
Distributor of the intention to purchase Class A shares or Class A and Class
B shares of the Fund (and other Oppenheimer funds) during a 13-month period
(the "Letter of Intent period"). At the investor's request, this may include
purchases made up to 90 days prior to the date of the Letter. The Letter
states the investor's intention to make the aggregate amount of purchases of
shares which, when added to the investor's holdings of shares of those funds,
will equal or exceed the amount specified in the Letter. Purchases made by
reinvestment of dividends or distributions of capital gains and purchases
made at net asset value without sales charge do not count toward satisfying
the amount of the Letter.


      A Letter enables an investor to count the Class A and Class B shares
purchased under the Letter to obtain the reduced sales charge rate on
purchases of Class A shares of the Fund (and other Oppenheimer funds) that
applies under the Right of Accumulation to current purchases of Class A
shares. Each purchase of Class A shares under the Letter will be made at the
offering price (including the sales charge) that applies to a single lump-sum
purchase of shares in the amount intended to be purchased under the Letter.

      In submitting a Letter, the investor makes no commitment to purchase
shares. However, if the investor's purchases of shares within the Letter of
Intent period, when added to the value (at offering price) of the investor's
holdings of shares on the last day of that period, do not equal or exceed the
intended purchase amount, the investor agrees to pay the additional amount of
sales charge applicable to such purchases. That amount is described in "Terms
of Escrow," below (those terms may be amended by the Distributor from time to
time). The investor agrees that shares equal in value to 5% of the intended
purchase amount will be held in escrow by the Transfer Agent subject to the
Terms of Escrow. Also, the investor agrees to be bound by the terms of the
Prospectus, this Statement of Additional Information and the Application used
for a Letter of Intent. If those terms are amended, as they may be from time
to time by the Fund, the investor agrees to be bound by the amended terms and
that those amendments will apply automatically to existing Letters of Intent.

      If the total eligible purchases made during the Letter of Intent period
do not equal or exceed the intended purchase amount, the concessions
previously paid to the dealer of record for the account and the amount of
sales charge retained by the Distributor will be adjusted to the rates
applicable to actual total purchases. If total eligible purchases during the
Letter of Intent period exceed the intended purchase amount and exceed the
amount needed to qualify for the next sales charge rate reduction set forth
in the Prospectus, the sales charges paid will be adjusted to the lower rate.
That adjustment will be made only if and when the dealer returns to the
Distributor the excess of the amount of concessions allowed or paid to the
dealer over the amount of concessions that apply to the actual amount of
purchases. The excess concessions returned to the Distributor will be used to
purchase additional shares for the investor's account at the net asset value
per share in effect on the date of such purchase, promptly after the
Distributor's receipt thereof.

      The Transfer Agent will not hold shares in escrow for purchases of
shares of the Fund and other Oppenheimer funds by OppenheimerFunds prototype
401(k) plans under a Letter of Intent. If the intended purchase amount under
a Letter of Intent entered into by an OppenheimerFunds prototype 401(k) plan
is not purchased by the plan by the end of the Letter of Intent period, there
will be no adjustment of concessions paid to the broker-dealer or financial
institution of record for accounts held in the name of that plan.

      In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer of
record and/or the investor to advise the Distributor about the Letter in
placing any purchase orders for the investor during the Letter of Intent
period. All of such purchases must be made through the Distributor.

      |_| Terms of Escrow That Apply to Letters of Intent.

      1.  Out of the initial purchase (or subsequent purchases if necessary)
made pursuant to a Letter, shares of the Fund equal in value up to 5% of the
intended purchase amount specified in the Letter shall be held in escrow by
the Transfer Agent. For example, if the intended purchase amount is $50,000,
the escrow shall be shares valued in the amount of $2,500 (computed at the
offering price adjusted for a $50,000 purchase). Any dividends and capital
gains distributions on the escrowed shares will be credited to the investor's
account.

      2.  If the total minimum investment specified under the Letter is
completed within the thirteen-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.

      3.  If, at the end of the thirteen-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor an
amount equal to the difference between the dollar amount of sales charges
actually paid and the amount of sales charges which would have been paid if
the total amount purchased had been made at a single time. That sales charge
adjustment will apply to any shares redeemed prior to the completion of the
Letter. If the difference in sales charges is not paid within twenty days
after a request from the Distributor or the dealer, the Distributor will,
within sixty days of the expiration of the Letter, redeem the number of
escrowed shares necessary to realize such difference in sales charges. Full
and fractional shares remaining after such redemption will be released from
escrow. If a request is received to redeem escrowed shares prior to the
payment of such additional sales charge, the sales charge will be withheld
from the redemption proceeds.

      4.  By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for redemption
any or all escrowed shares.

      5. The shares eligible for purchase under the Letter (or the holding of
which may be counted toward completion of a Letter) include:

(a)   Class A shares sold with a front-end sales charge or subject to a Class
             A contingent deferred sales charge,
(b)   B shares of other Oppenheimer funds acquired subject to a contingent
             deferred sales charge, and
(c)   Class A or Class B shares acquired by exchange of either (1) Class A
             shares of one of the other Oppenheimer funds that were acquired
             subject to a Class A initial or contingent deferred sales charge
             or (2) Class B shares of one of the other Oppenheimer funds that
             were acquired subject to a contingent deferred sales charge.

          6.Shares held in escrow hereunder will automatically be exchanged
for shares of another fund to which an exchange is requested, as described in
the section of the Prospectus entitled "How to Exchange Shares" and the
escrow will be transferred to that other fund.

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

      If you make payments from your bank account to purchase shares of the
Fund, your bank account will be debited automatically. Normally the debit
will be made two business days prior to the investment dates you selected 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 transmissions.

      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 15 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.






Retirement Plans.  Certain types of retirement plans are entitled to purchase
shares of the Fund without sales charge or at reduced sales charge rates, as
described in Appendix B to this Statement of Additional Information.  Certain
special sales charge arrangements described in that Appendix apply to
retirement plans whose records are maintained on a daily valuation basis by
Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an independent
record keeper that has a contract or special arrangement with Merrill Lynch.
If on the date the plan sponsor signed the Merrill Lynch record keeping
service agreement the plan has less than $3 million in assets (other than
assets invested in money market funds) invested in applicable investments,
then the retirement plan may purchase only Class B shares of the Oppenheimer
funds.  Any retirement plans in that category that currently invest in Class
B shares of the Fund will have their Class B shares converted to Class A
shares of the Fund when the plan's applicable investments reach $5 million.

Cancellation of Purchase Orders.  Cancellation of purchase orders for the
Fund's shares (for example, when a purchase check is returned to the Fund
unpaid) causes a loss to be incurred when the net asset value of the Fund's
shares on the cancellation date is less than on the purchase date.  That loss
is equal to the amount of the decline in the net asset value per share
multiplied by the number of shares in the purchase order.  The investor is
responsible for that loss.  If the investor fails to compensate the Fund for
the loss, the Distributor will do so.  The Fund may reimburse the Distributor
for that amount by redeeming shares from any account registered in that
investor's name, or the Fund or the Distributor may seek other redress.

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 B, Class C or Class N shares and the dividends payable on Class B,
Class C or Class N shares will be reduced by incremental expenses borne
solely by that class.  Those expenses include the asset-based sales charges
to which Class B, Class C and Class N shares are subject.

      The availability of different classes of shares permits an investor to
choose the method of purchasing shares that is more appropriate for the
investor.  That may depend on the amount of the purchase, the length of time
the investor expects to hold shares, and other relevant circumstances. Class
A shares normally are sold subject to an initial sales charge.  While Class
B, Class C and Class N shares have no initial sales charge, the purpose of
the deferred sales charge and asset-based sales charge on Class B, Class C
and Class N shares is the same as that of the initial sales charge on Class A
shares - to compensate the Distributor and brokers, dealers and financial
institutions that sell shares of the Fund.  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 than
another.

      The Distributor will not accept any order in the amount of $500,000 or
more for Class B shares or $1 million or more for Class C shares on behalf of
a single investor (not including dealer "street name" or omnibus accounts).
That is because generally it will be more advantageous for that investor to
purchase Class A shares of the Fund.






|X|   Class A Shares Subject to a Contingent Deferred Sales Charge. For
   purchases of Class A shares subject to a contingent deferred sales charge
   as described in the Prospectus, no sales concessions will be paid to the
   broker-dealer of record, as described in the Prospectus, on sales of Class
   A shares purchased with the redemption proceeds of shares of another
   mutual fund offered as an investment option in a retirement plan in which
   Oppenheimer funds are also offered as investment options under a special
   arrangement with the Distributor, if the purchase occurs more than 30 days
   after the Oppenheimer funds are added as an investment option under that
   plan. Additionally, that concession will not be paid on purchases of
   shares by a retirement plan made with the redemption proceeds of Class N
   shares of one or more Oppenheimer funds held by the plan for more than 18
   months.

      |_| Class B Conversion.  Under current interpretations of applicable
federal income tax law by the Internal Revenue Service, the conversion of
Class B shares to Class A shares after six years is not treated as a taxable
event for the shareholder.  If those laws or the IRS interpretation of those
laws should change, the automatic conversion feature may be suspended.  In
that event, no further conversions of Class B shares would occur while that
suspension remained in effect.  Although Class B shares could then be
exchanged for Class A shares on the basis of relative net asset value of the
two classes, without the imposition of a sales charge or fee, such exchange
could constitute a taxable event for the shareholder, and absent such
exchange, Class B shares might continue to be subject to the asset-based
sales charge for longer than six years.

|X|   Availability of Class N Shares.  In addition to the description of the
   types of retirement plans which may purchase Class N shares contained in
   the prospectus, Class N shares also are offered to the following:

o     to all rollover IRAs,
o     to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
               Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,
o     to Group Retirement Plans (as defined in Appendix B to this Statement
               of Additional Information) which have entered into a special
               agreement with the Distributor for that purpose,
o     to Retirement Plans qualified under Sections 401(a) or 401(k) of the
               Internal Revenue Code, the recordkeeper or the plan sponsor
               for which has entered into a special agreement with the
               Distributor,
o     to Retirement Plans of a plan sponsor where the aggregate assets of all
               such plans invested in the Oppenheimer funds is $500,000 or
               more,
o     to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the
               purchase with the redemption proceeds of Class A shares of one
               or more Oppenheimer funds, and
o     to certain customers of broker-dealers and financial advisors that are
               identified in a special agreement between the broker-dealer or
               financial advisor and the Distributor for that purpose.






         The sales concession and the advance of the service fee, as
   described in the Prospectus, will not be paid to dealers of record on
   sales of Class N shares on:

o     purchases of Class N shares in amounts of $500,000 or more by a
               retirement plan that pays for the purchase with the redemption
               proceeds of Class A shares of one or more Oppenheimer funds
               (other than rollovers from an OppenheimerFunds-sponsored
               Pinnacle or Ascender 401(k) plan to any IRA invested in the
               Oppenheimer funds),
o     purchases of Class N shares in amounts of $500,000 or more 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 (other than rollovers
               from an OppenheimerFunds-sponsored Pinnacle or Ascender 401(k)
               plan to any IRA invested in the Oppenheimer funds), and
o     on purchases of Class N shares by an OppenheimerFunds-sponsored
               Pinnacle or Ascender 401(k) plan made with the redemption
               proceeds of Class A shares of one or more Oppenheimer funds.

      |_| Allocation of Expenses.  The Fund pays expenses related to its
daily operations, such as custodian fees, Trustees' 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 value 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 Trustees, 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 distribution and  service plan (12b-1) fees, transfer
and shareholder servicing agent fees and expenses, and shareholder meeting
expenses (to the extent that such expenses pertain only to a specific class).

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

      Dealers other than Exchange members may conduct trading in certain
securities on days on which the Exchange is closed (including weekends and
holidays) or after 4:00 P.M. on a regular business day.  Because the Fund's
net asset values will not be calculated on those days, the Fund's net asset
values per share may be significantly affected on such days when shareholders
may not purchase or redeem shares.  Additionally, trading on European and
Asian stock exchanges and over-the-counter markets normally is completed
before the close of The New York Stock Exchange.

      Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of The New York Stock Exchange, will not
be reflected in the Fund's calculation of its net asset values that day
unless the Manager determines that the event is likely to effect a material
change in the value of the security. The Manager, or an internal valuation
committee established by the Manager, as applicable, may establish a
valuation, under procedures established by the Board and subject to the
approval, ratification and confirmation by the Board at its next ensuing
meeting.


      |X| Securities Valuation. The Fund's Board of Trustees has established
procedures for the valuation of the Fund's securities. In general those
procedures are as follows:

      |_| Equity securities traded on a U.S. securities exchange or on NASDAQ
are valued as follows:
(1)   if last sale information is regularly reported, they are valued at the
            last reported sale price on the principal exchange on which they
            are traded or on NASDAQ, as applicable, on that day, or
         (2)if sale information is not available on a valuation date, they
            are valued at the last reported sale price preceding the
            valuation date if it is within the spread of the closing "bid"
            and "asked" prices on the valuation date or, if not,  at the
            closing "bid" price on the valuation date.

      |_| Equity securities traded on a foreign securities exchange generally
are valued in one of the following ways:

         (1)at the last sale price available to the pricing service approved
            by the Board of Trustees, or
         (2)at the last sale price obtained by the Manager from the report of
            the principal exchange on which the security is traded at its
            last trading session on or immediately before the valuation date,
            or
         (3)at the mean between the "bid" and "asked" prices obtained from
            the principal exchange on which the security is traded or, on the
            basis of reasonable inquiry, from two market makers in the
            security.

      |_| Long-term debt securities having a remaining maturity in excess of
60 days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.

      |_| The following securities are valued at the mean between the "bid"
and "asked" prices determined by a pricing service approved by the Fund's
Board of Trustees or obtained by the Manager from two active market makers in
the security on the basis of reasonable inquiry:

         (1)debt instruments that have a maturity of more than 397 days when
            issued,
         (2)debt instruments that had a maturity of 397 days or less when
            issued and have a remaining maturity of more than 60 days, and
         (3)non-money market debt instruments that had a maturity of 397 days
            or less when issued and which have a remaining maturity of 60
            days or less.

      |_| The following securities are valued at cost, adjusted for
amortization of premiums and accretion of discounts:

         (1)money market debt securities held by a non-money market fund that
            had a maturity of less than 397 days when issued that have a
            remaining maturity of 60 days or less, and
         (2)debt instruments held by a money market fund that have a
            remaining maturity of 397 days or less.

      |_| Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures. If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the
"bid" and "asked" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

      In the case of U.S. government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information
is not generally available, the Manager may use pricing services approved by
the Board of Trustees. The pricing service may use "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield, and
maturity. Other special factors may be involved (such as the tax-exempt
status of the interest paid by municipal securities).  The Manager will
monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of
selected securities.

      The closing prices in the London foreign exchange market on a
particular business day that are provided to the Manager by a bank, dealer or
pricing service that the Manager has determined to be reliable are used to
value foreign currency, including forward contracts, and to convert to U.S.
dollars securities that are denominated in foreign currency.

      Puts, calls, and futures are valued at the last sale price on the
principal exchange on which they are traded or on NASDAQ, as applicable, as
determined by a pricing service approved by the Board of Trustees or by the
Manager.  If there were no sales that day, they shall be valued at the last
sale price on the preceding trading day if it is within the spread of the
closing "bid" and "asked" prices on the principal exchange or on NASDAQ on
the valuation date.  If not, the value shall be the closing bid price on the
principal exchange or on NASDAQ on the valuation date.  If the put, call or
future is not traded on an exchange or on NASDAQ, it shall be valued by the
mean between "bid" and "asked" prices obtained by the Manager from two active
market makers.  In certain cases that may be at the "bid" price if no "asked"
price is available.

      When the Fund writes an option, an amount equal to the premium received
is included in the Fund's Statement of Assets and Liabilities as an asset.
An equivalent credit is included in the liability section.  The credit is
adjusted ("marked-to-market") to reflect the current market value of the
option. In determining the Fund's gain on investments, if a call or put
written by the Fund is exercised, the proceeds are increased by the premium
received.  If a call or put written by the Fund expires, the Fund has a gain
in the amount of the premium.  If the Fund enters into a closing purchase
transaction, it will have a gain or loss, depending on whether the premium
received was more or less than the cost of the closing transaction.  If the
Fund exercises a put it holds, the amount the Fund receives on its sale of
the underlying investment is reduced by the amount of premium paid by the
Fund.

How to Sell Shares

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

Reinvestment Privilege. Within six months of a redemption, a shareholder may
reinvest all or part of the redemption proceeds of:

      |_| Class A shares purchased subject to an initial sales charge or
Class A shares on which a contingent deferred sales charge was paid, or
      |_| Class B shares that were subject to the Class B contingent deferred
sales charge when redeemed.

      The reinvestment may be made without sales charge only in Class A
shares of the Fund or any of the other Oppenheimer funds into which shares of
the Fund are exchangeable as described in "How to Exchange Shares" below.
Reinvestment will be at the net asset value next computed after the Transfer
Agent receives the reinvestment order. The shareholder must ask the Transfer
Agent for that privilege at the time of reinvestment. This privilege does not
apply to Class C or Class Y shares. The Fund may amend, suspend or cease
offering this reinvestment privilege at any time as to shares redeemed after
the date of such amendment, suspension or cessation.

      Any capital gain that was realized when the shares were redeemed is
taxable, and reinvestment will not alter any capital gains tax payable on
that gain. If there has been a capital loss on the redemption, some or all of
the loss may not be tax deductible, depending on the timing and amount of the
reinvestment.  Under the Internal Revenue Code, if the redemption proceeds of
Fund shares on which a sales charge was paid are reinvested in shares of the
Fund or another of the Oppenheimer funds within 90 days of payment of the
sales charge, the shareholder's basis in the shares of the Fund that were
redeemed may not include the amount of the sales charge paid.  That would
reduce the loss or increase the gain recognized from the redemption.
However, in that case the sales charge would be added to the basis of the
shares acquired by the reinvestment of the redemption proceeds.


Payments "In Kind."  The Prospectus states that payment for shares tendered
for redemption is ordinarily made in cash. However, under certain
circumstances, the Board of Trustees of the Fund may determine that it would
be detrimental to the best interests of the remaining shareholders of the
Fund to make payment of a redemption order wholly or partly in cash.  In that
case, the Fund may pay the redemption proceeds in whole or in part by a
distribution "in kind" of securities from the portfolio of the Fund, in lieu
of cash.

      The Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act. Under that rule, the Fund is obligated to redeem shares solely
in cash up to the lesser of $250,000 or 1% of the net assets of the Fund
during any 90-day period for any one shareholder.  If shares are redeemed in
kind, the redeeming shareholder might incur brokerage or other costs in
selling the securities for cash. The Fund will value securities used to pay
redemptions in kind using the same method the Fund uses to value its
portfolio securities described above under "Determination of Net Asset Values
Per Share." That valuation will be made as of the time the redemption price
is determined.


Involuntary Redemptions.  The Fund's Board of Trustees has the right to cause
the involuntary redemption of the shares held in any account if the aggregate
net asset value of those shares is less than $500 or such lesser amount as
the Board may fix.  The Board will not cause the involuntary redemption of
shares in an account if the aggregate net asset value of such shares has
fallen below the stated minimum solely as a result of market fluctuations.
If the Board exercises this right, it may also fix the requirements for any
notice to be given to the shareholders in question (not less than 30 days).
The Board may alternatively set requirements for the shareholder to increase
the investment, or set other terms and conditions so that the shares would
not be involuntarily redeemed.

Transfers of Shares.  A transfer of shares to a different registration is not
an event that triggers the payment of sales charges.  Therefore, shares are
not subject to the payment of a contingent deferred sales charge of any class
at the time of transfer to the name of another person or entity.  It does not
matter whether the transfer occurs by absolute assignment, gift or bequest,
as long as it does not involve, directly or indirectly, a public sale of the
shares.  When shares subject to a contingent deferred sales charge are
transferred, the transferred shares will remain subject to the contingent
deferred sales charge.  It will be calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at the
same time as the transferring shareholder.

      If less than all shares held in an account are transferred, and some
but not all shares in the account would be subject to a contingent deferred
sales charge if redeemed at the time of transfer, the priorities described in
the Prospectus under "How to Buy Shares" for the imposition of the Class B or
Class C contingent deferred sales charge will be followed in determining the
order in which shares are transferred.

Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans or
pension or profit-sharing plans should be addressed to "Trustee,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address
listed in "How To Sell Shares" in the Prospectus or on the back cover of this
Statement of Additional Information. The request must

      (1)               state the reason for the distribution;
      (2)               state the owner's awareness of tax penalties if the
         distribution is premature; and
      (3)               conform to the requirements of the plan and the
         Fund's other redemption requirements.

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

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

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

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

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

      Payments are normally made by check, but shareholders having
AccountLink privileges (see "How To Buy Shares") may arrange to have
Automatic Withdrawal Plan payments transferred to the bank account designated
on the Account Application or by signature-guaranteed instructions sent to
the Transfer Agent. Shares are normally redeemed pursuant to an Automatic
Withdrawal Plan three business days before the payment transmittal date you
select in the Account Application. If a contingent deferred sales charge
applies to the redemption, the amount of the check or payment will be reduced
accordingly.

      The Fund cannot guarantee receipt of a payment on the date requested.
The Fund reserves the right to amend, suspend or discontinue offering these
plans at any time without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make regular additional
Class A share purchases while participating in an Automatic Withdrawal Plan.
Class B, Class C and Class N shareholders should not establish automatic
withdrawal plans, because of the potential imposition of the contingent
deferred sales charge on such withdrawals (except where the Class B, Class C
or Class N contingent deferred sales charge is waived as described in
Appendix B to this Statement of Additional Information).

      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 $25.
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 these 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. That notice must be in
proper form in accordance with the requirements of the then-current
Prospectus of the Fund. In that case, the Transfer Agent will redeem the
number of shares requested at the net asset value per share in effect and
will mail a check for the proceeds to the Planholder.


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

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

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

            How to Exchange Shares

      As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged only
for shares of the same class of other Oppenheimer funds.  Shares of
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
showing which funds offer which classes by calling the Distributor at
1.800.525.7048.

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

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

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

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

      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.

      |_| How Exchanges Affect Contingent Deferred Sales Charges.  No
contingent deferred sales charge is imposed on exchanges of shares of any
class purchased subject to a contingent deferred sales charge.  However, when
Class A shares acquired by exchange of Class A shares of other Oppenheimer
funds purchased subject to a Class A contingent deferred sales charge are
redeemed within 18 months of the end of the calendar month of the initial
purchase of the exchanged Class A shares, the Class A contingent deferred
sales charge is imposed on the redeemed shares.  The Class B contingent
deferred sales charge is imposed on Class B shares acquired by exchange if
they are redeemed within six years of the initial purchase of the exchanged
Class B shares. The Class C contingent deferred sales charge is imposed on
Class C shares acquired by exchange if they are redeemed within 12 months of
the initial purchase of the exchanged Class C shares. With respect to Class N
shares, a 1% contingent deferred sales charge will be imposed if the
retirement plan (not including IRAs and 403(b) plans) is terminated or Class
N shares of all Oppenheimer funds are terminated as an investment option of
the plan and Class N shares are redeemed within 18 months after the plan's
first purchase of Class N shares of any Oppenheimer fund or with respect to
an individual retirement plan or 403(b) plan, Class N shares are redeemed
within 18 months of the plan's first purchase of Class N shares of any
Oppenheimer fund.

      When Class B or Class C shares are redeemed to effect an exchange, the
priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B or the Class C contingent deferred sales charge
will be followed in determining the order in which the shares are exchanged.
Before exchanging shares, shareholders should take into account how the
exchange may affect any contingent deferred sales charge that might be
imposed in the subsequent redemption of remaining shares. Shareholders owning
shares of more than one class must specify which class of shares they wish to
exchange.

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






      |_| 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 investors must obtain a Prospectus of that fund
before the exchange request may be submitted.  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.

      |_| 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. "Reinvestment Privilege," above,
discusses some of the tax consequences of reinvestment of redemption proceeds
in such cases.  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, Capital Gains 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 or the realization of
any capital gains.  The dividends and distributions paid by a class of shares
will vary from time to time depending on market conditions, the composition
of the Fund's portfolio, and expenses borne by the Fund or borne separately
by a class.  Dividends are calculated in the same manner, at the same time,
and on the same day for each class of shares.  However, dividends on Class B,
Class C and Class N shares are expected to be lower than dividends on Class A
and Class Y shares.  That is because of the effect of the asset-based sales
charge on Class B, Class C and Class N shares.  Those dividends will also
differ in amount as a consequence of any difference in the net asset values
of the different classes of shares.

      Dividends, distributions 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 Oppenheimer Money Market Fund,
Inc. 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 and Distributions.  The Federal tax
treatment of the Fund's dividends and capital gains distributions is briefly
highlighted in the Prospectus.

          Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction for
corporate shareholders.  Long-term capital gains distributions are not
eligible for the deduction.  The amount of dividends paid by the Fund that
may qualify for the deduction is limited to the aggregate amount of
qualifying dividends that the Fund derives from portfolio investments that
the Fund has held for a minimum period, usually 46 days. A corporate
shareholder will not be eligible for the deduction on dividends paid on Fund
shares held for 45 days or less.  To the extent the Fund's dividends are
derived from gross income from option premiums, interest income or short-term
gains from the sale of securities or dividends from foreign corporations,
those dividends will not qualify for the deduction.

      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.  However, the Board of Trustees 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.

      The Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code (although it reserves the right not to qualify).
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 the Fund's shares are held in a retirement account or the shareholder
is otherwise exempt from tax). If the Fund qualifies as a "regulated
investment company" under the Internal Revenue Code, it will not be liable
for Federal income taxes on amounts paid by it as dividends and
distributions. The Fund qualified as a regulated investment company in its
last fiscal year. The Internal Revenue Code contains a number of complex
tests relating to qualification which the Fund might not meet in any
particular year. If it did not so qualify, the Fund would be treated for tax
purposes as an ordinary corporation and receive no tax deduction for payments
made to shareholders.

      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.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the
same class 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. The Bank of New York is the Custodian of the Fund's assets.
The Custodian's responsibilities include safeguarding and controlling the
Fund's portfolio securities and handling the delivery of such securities to
and from the Fund.  It will be the practice of the Fund to deal with the
Custodian in a manner uninfluenced by any banking relationship the Custodian
may have with the Manager and its affiliates.  The Fund's cash balances with
the custodian in excess of $100,000 are not protected by Federal deposit
insurance.  Those uninsured balances at times may be substantial.

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



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


================================================================================
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER GROWTH FUND:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Growth Fund, including the statement of investments, as of August
31, 2001, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the two years in the period then
ended, and the financial high-lights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of August 31, 2001, by correspondence with the custodian and
brokers or by other appropriate auditing procedures where replies from brokers
were not received. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
     In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Growth Fund as of August 31, 2001, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally
accepted in the United States of America.






 KPMG LLP


 Denver, Colorado
 September 24, 2001


                           30 OPPENHEIMER GROWTH FUND


STATEMENT OF INVESTMENTS August 31, 2001
--------------------------------------------------------------------------------


                                                                                                   MARKET VALUE
                                                                                   SHARES            SEE NOTE 1
=================================================================================================================

 COMMON STOCKS--79.9%
-----------------------------------------------------------------------------------------------------------------
 CAPITAL GOODS--4.9%

-----------------------------------------------------------------------------------------------------------------
 MANUFACTURING--4.9%
 Tyco International Ltd.                                                          2,116,122        $109,932,538

-----------------------------------------------------------------------------------------------------------------
 CONSUMER CYCLICALS--15.3%
-----------------------------------------------------------------------------------------------------------------
 CONSUMER SERVICES--2.0%
 IMS Health, Inc.                                                                 1,680,000          44,721,600
-----------------------------------------------------------------------------------------------------------------
 RETAIL: GENERAL--4.5%
 Kohl's Corp.(1)                                                                  1,804,500         100,149,750
-----------------------------------------------------------------------------------------------------------------
 RETAIL: SPECIALTY--8.8%
 Bed Bath & Beyond, Inc.(1)                                                       2,395,000          69,095,750
-----------------------------------------------------------------------------------------------------------------

 BJ's Wholesale Club, Inc.(1)                                                       905,000          44,345,000
-----------------------------------------------------------------------------------------------------------------
 Target Corp.                                                                     2,400,000          83,160,000
                                                                                                  ---------------
                                                                                                    196,600,750



-----------------------------------------------------------------------------------------------------------------
 CONSUMER STAPLES--3.9%
-----------------------------------------------------------------------------------------------------------------
 BROADCASTING--3.9%
 Comcast Corp., Cl. A Special(1)                                                    1,750,000        64,102,500
-----------------------------------------------------------------------------------------------------------------
 Cox Communications, Inc., Cl. A(1)                                                   575,000        22,862,000
                                                                                                  ---------------
                                                                                                     86,964,500



-----------------------------------------------------------------------------------------------------------------
 FINANCIAL--21.8%
-----------------------------------------------------------------------------------------------------------------
 DIVERSIFIED FINANCIAL--19.0%
 AMBAC Financial Group, Inc.                                                        770,600          45,619,520
-----------------------------------------------------------------------------------------------------------------
 Citigroup, Inc.                                                                  1,221,667          55,891,265
-----------------------------------------------------------------------------------------------------------------
 Concord EFS, Inc.(1)                                                               850,000          44,599,500
-----------------------------------------------------------------------------------------------------------------
 Freddie Mac                                                                      1,550,000          97,464,000
-----------------------------------------------------------------------------------------------------------------
 Household International, Inc.                                                    1,375,000          81,262,500
-----------------------------------------------------------------------------------------------------------------
 USA Education, Inc.                                                              1,225,000          97,032,250
                                                                                                  ---------------
                                                                                                    421,869,035



-----------------------------------------------------------------------------------------------------------------
 INSURANCE--2.8%
 MBIA, Inc.                                                                       1,162,600          62,792,026
-----------------------------------------------------------------------------------------------------------------
 HEALTHCARE--20.0%
-----------------------------------------------------------------------------------------------------------------
 HEALTHCARE/DRUGS--3.7%
 Johnson & Johnson                                                                1,550,000          81,700,500
-----------------------------------------------------------------------------------------------------------------
 HEALTHCARE/SUPPLIES & SERVICES--16.3%
 Baxter International, Inc.                                                       1,100,000          56,760,000
-----------------------------------------------------------------------------------------------------------------
 Biomet, Inc.                                                                     2,557,500          70,663,725
-----------------------------------------------------------------------------------------------------------------
 Cardinal Health, Inc.                                                            1,530,000         111,598,200
-----------------------------------------------------------------------------------------------------------------
 Lincare Holdings, Inc.(1)                                                        1,863,200          52,933,512
-----------------------------------------------------------------------------------------------------------------
 Stryker Corp.                                                                    1,300,000          71,279,000
                                                                                                  ---------------
                                                                                                    363,234,437

                           11 OPPENHEIMER GROWTH FUND

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


                                                                                                   MARKET VALUE
                                                                                   SHARES            SEE NOTE 1
-----------------------------------------------------------------------------------------------------------------

 TECHNOLOGY--11.7%
-----------------------------------------------------------------------------------------------------------------
 COMPUTER SERVICES--7.1%
 First Data Corp.                                                                 1,200,000       $  79,020,000
-----------------------------------------------------------------------------------------------------------------
 Sonus Networks, Inc.(1)                                                          1,000,000          14,770,000
-----------------------------------------------------------------------------------------------------------------
 Sungard Data Systems, Inc.(1)                                                    2,700,000          63,855,000
                                                                                                  ---------------
                                                                                                    157,645,000


-----------------------------------------------------------------------------------------------------------------
 COMPUTER SOFTWARE--4.0%
 Microsoft Corp.(1)                                                               1,075,000          61,328,750
-----------------------------------------------------------------------------------------------------------------
 Veritas Software Corp.(1)                                                          917,500          26,350,600
                                                                                                  ---------------
                                                                                                     87,679,350


-----------------------------------------------------------------------------------------------------------------
 COMMUNICATIONS EQUIPMENT--0.6%
 CIENA Corp.(1)                                                                     625,000          10,700,000
-----------------------------------------------------------------------------------------------------------------
 ONI Systems Corp.(1)                                                               200,000           2,780,000
                                                                                                  ---------------
                                                                                                     13,480,000


-----------------------------------------------------------------------------------------------------------------
 UTILITIES--2.3%
-----------------------------------------------------------------------------------------------------------------
 GAS UTILITIES--2.3%
 El Paso Corp.                                                                      450,000          21,865,500
-----------------------------------------------------------------------------------------------------------------
 Enron Corp.                                                                        844,400          29,545,556
                                                                                                  ---------------
                                                                                                     51,411,056
                                                                                                  ---------------
 Total Common Stocks (Cost $1,788,699,144)                                                        1,778,180,542

                                                                                  PRINCIPAL
                                                                                    AMOUNT
=================================================================================================================
 SHORT-TERM NOTES--13.2%
 American Home Products, 3.69%, 10/3/01                                         $30,000,000          29,904,533
-----------------------------------------------------------------------------------------------------------------
 Breeds Hill Capital Co. LLC:
 Series A, 3.53%, 9/21/01                                                         8,258,000           8,241,805
 Series A, 3.62%, 9/12/01                                                        40,123,000          40,078,620
-----------------------------------------------------------------------------------------------------------------
 Charta Corp., 3.64%, 9/20/01                                                    25,000,000          24,951,972
-----------------------------------------------------------------------------------------------------------------
 GOVCO, Inc., 3.51%, 9/18/01                                                     40,000,000          39,933,700
-----------------------------------------------------------------------------------------------------------------
 Greyhawk Funding LLC:
 3.50%, 10/17/01                                                                 50,000,000          49,776,389
 3.50%, 10/18/01                                                                 28,000,000          27,872,056
-----------------------------------------------------------------------------------------------------------------
 Heller Financial, Inc., 3.83%, 9/7/01                                           50,000,000          49,968,083
-----------------------------------------------------------------------------------------------------------------
 Homeside Lending, Inc., 3.68%, 9/13/01                                          23,195,000          23,166,548
                                                                                                  ---------------
 Total Short-Term Notes (Cost $293,893,706)                                                         293,893,706

                           12 OPPENHEIMER GROWTH FUND



                                                                                  Principal        MARKET VALUE
                                                                                     Amount          SEE NOTE 1
=================================================================================================================

 REPURCHASE AGREEMENTS--6.5%

 Repurchase agreement with Banque Nationale De Paris, 3.63%, dated
 8/31/01, to be repurchased at $145,507,664 on 9/4/01, collateralized
 by U.S. Treasury Nts., 5.50%-7.50%, 11/15/01-1/31/03, with a value
 of $148,692,471 (Cost $145,449,000)                                           $145,449,000      $  145,449,000
-----------------------------------------------------------------------------------------------------------------
 TOTAL INVESTMENTS, AT VALUE (COST $2,228,041,850)                                     99.6%      2,217,523,248
-----------------------------------------------------------------------------------------------------------------
 OTHER ASSETS NET OF LIABILITIES                                                        0.4           9,542,763
                                                                               ----------------------------------
 NET ASSETS                                                                           100.0%     $2,227,066,011
                                                                               ==================================

FOOTNOTE TO STATEMENT OF INVESTMENTS

1. Non-income-producing security.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                           13 OPPENHEIMER GROWTH FUND



STATEMENT OF ASSETS AND LIABILITIES  August 31, 2001
-------------------------------------------------------------------------------


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

 ASSETS
 Investments, at value (cost $2,228,041,850)--see accompanying statement                        $ 2,217,523,248
-----------------------------------------------------------------------------------------------------------------
 Cash                                                                                                    25,351
-----------------------------------------------------------------------------------------------------------------
 Receivables and other assets:
 Investments sold                                                                                    12,192,451
 Shares of beneficial interest sold                                                                   1,342,508
 Interest and dividends                                                                                 641,300
 Other                                                                                                  267,623
                                                                                                -----------------
 Total assets                                                                                     2,231,992,481


=================================================================================================================
 LIABILITIES

 Payables and other liabilities:
 Shares of beneficial interest redeemed                                                               3,205,556
 Distribution and service plan fees                                                                     932,200
 Trustees' compensation                                                                                 384,048
 Transfer and shareholder servicing agent fees                                                          245,032
 Shareholder reports                                                                                      6,877
 Other                                                                                                  152,757
                                                                                                -----------------
 Total liabilities                                                                                    4,926,470

=================================================================================================================
 NET ASSETS                                                                                     $ 2,227,066,011
                                                                                                =================

=================================================================================================================
 COMPOSITION OF NET ASSETS

 Paid-in capital                                                                                $ 2,587,380,661
-----------------------------------------------------------------------------------------------------------------
 Undistributed (overdistributed) net investment income                                                7,619,531
-----------------------------------------------------------------------------------------------------------------
 Accumulated net realized gain (loss) on investment transactions                                   (357,415,579)
-----------------------------------------------------------------------------------------------------------------
 Net unrealized appreciation (depreciation) on investments                                          (10,518,602)
                                                                                                -----------------
 NET ASSETS                                                                                     $ 2,227,066,011
                                                                                                =================

                           14 OPPENHEIMER GROWTH FUND



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

 NET ASSET VALUE PER SHARE

 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $1,553,066,230 and 53,192,802 shares of beneficial interest outstanding)                                   $29.20
 Maximum offering price per share (net asset value plus sales charge
 of 5.75% of offering price)                                                                                $30.98
--------------------------------------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $483,297,561
 and 17,513,362 shares of beneficial interest outstanding)                                                  $27.60
--------------------------------------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $102,144,097
 and 3,640,270 shares of beneficial interest outstanding)                                                   $28.06
--------------------------------------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $273,677
 and 9,396 shares of beneficial interest outstanding)                                                       $29.13
--------------------------------------------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price per share (based on
 net assets of $88,284,446 and 3,015,777 shares of beneficial interest outstanding)                         $29.27


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                           15 OPPENHEIMER GROWTH FUND

STATEMENT OF OPERATIONS  For the Year Ended August 31, 2001
--------------------------------------------------------------------------------


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

 INVESTMENT INCOME
 Interest                                                                                       $    40,747,088
-----------------------------------------------------------------------------------------------------------------
 Dividends (net of foreign withholding taxes of $7,524)                                               6,165,565
                                                                                                -----------------
 Total income                                                                                        46,912,653

=================================================================================================================
 EXPENSES
 Management fees                                                                                     19,009,822
-----------------------------------------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A                                                                                              5,011,011
 Class B                                                                                              6,915,642
 Class C                                                                                              1,338,792
 Class N                                                                                                    174
-----------------------------------------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A                                                                                              3,528,453
 Class B                                                                                              1,137,920
 Class C                                                                                                225,918
 Class N                                                                                                     86
 Class Y                                                                                                235,960
-----------------------------------------------------------------------------------------------------------------
 Shareholder reports                                                                                    940,986
-----------------------------------------------------------------------------------------------------------------
 Trustees' compensation                                                                                 216,106
-----------------------------------------------------------------------------------------------------------------
 Custodian fees and expenses                                                                             73,154
-----------------------------------------------------------------------------------------------------------------
 Other                                                                                                  274,931
                                                                                                -----------------
 Total expenses                                                                                      38,908,955
 Less reduction to custodian expenses                                                                   (44,489)
                                                                                                -----------------
 Net expenses                                                                                        38,864,466

=================================================================================================================
 NET INVESTMENT INCOME                                                                                8,048,187

=================================================================================================================
 REALIZED AND UNREALIZED GAIN (LOSS)
 Net realized gain (loss) on investments                                                           (357,415,519)

 Net change in unrealized appreciation (depreciation) on investments                             (1,979,523,397)
                                                                                                -----------------
 Net realized and unrealized gain (loss)                                                         (2,336,938,916)

=================================================================================================================
 NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                           $(2,328,890,729)
                                                                                                =================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           16 OPPENHEIMER GROWTH FUND



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


YEAR ENDED AUGUST 31,                                                                    2001              2000
-----------------------------------------------------------------------------------------------------------------

 OPERATIONS
=================================================================================================================

 Net investment income (loss)                                                     $ 8,048,187    $   (6,034,669)
-----------------------------------------------------------------------------------------------------------------

 Net realized gain (loss)                                                        (357,415,519)      319,927,401
-----------------------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation)                          (1,979,523,397)    1,319,892,884
                                                                               ----------------------------------
 Net increase (decrease) in net assets resulting from operations               (2,328,890,729)    1,633,785,616

=================================================================================================================
 DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS

 Dividends from net investment income:
 Class A                                                                                   --        (1,489,887)
 Class B                                                                                   --                --
 Class C                                                                                   --                --
 Class N                                                                                   --                --
 Class Y                                                                                   --          (311,048)
-----------------------------------------------------------------------------------------------------------------
 Distributions from net realized gain:
 Class A                                                                         (169,073,487)     (123,203,377)
 Class B                                                                          (57,798,213)      (33,223,482)
 Class C                                                                          (10,658,043)       (4,439,345)
 Class N                                                                                   --                --
 Class Y                                                                          (10,089,485)       (6,900,604)

=================================================================================================================
 BENEFICIAL INTEREST TRANSACTIONS

 Net increase (decrease) in net assets resulting from beneficial interest
 transactions:
 Class A                                                                          154,610,675       378,388,009
 Class B                                                                           69,919,439       257,232,293
 Class C                                                                           36,664,993        73,885,183
 Class N                                                                              292,597                --
 Class Y                                                                            2,236,334        38,507,558

=================================================================================================================
 NET ASSETS

 Total increase (decrease)                                                     (2,312,785,919)    2,212,230,916
-----------------------------------------------------------------------------------------------------------------
 Beginning of period                                                            4,539,851,930     2,327,621,014
                                                                               ----------------------------------

 End of period [including undistributed (overdistributed)
 net investment income of $7,619,531 and $(271,651), respectively]             $2,227,066,011    $4,539,851,930
                                                                               ==================================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                           17 OPPENHEIMER GROWTH FUND



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


CLASS A         YEAR ENDED AUGUST 31,                   2001          2000              1999            1998              1997
====================================================================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period                $ 62.31       $ 39.77           $ 31.54         $ 40.42           $ 33.69
------------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                            .18          (.02)              .10             .73               .62
 Net realized and unrealized gain (loss)              (30.05)        25.42             11.69           (5.05)            10.37
                                                     -------------------------------------------------------------------------------
 Total income (loss) from
 investment operations                                (29.87)        25.40             11.79           (4.32)            10.99
------------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --          (.03)             (.48)           (.66)             (.49)
 Distributions from net realized gain                  (3.24)        (2.83)            (3.08)          (3.90)            (3.77)
                                                     -------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                       (3.24)        (2.86)            (3.56)          (4.56)            (4.26)
------------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $29.20        $62.31            $39.77          $31.54            $40.42
                                                     ===============================================================================

====================================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (49.87)%       67.10%            39.39%         (11.62)%           35.03%

====================================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)         $1,553,066    $3,176,435        $1,730,087      $1,356,905        $1,590,927
------------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $2,149,795    $2,390,125        $1,620,201      $1,640,181        $1,369,406
------------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                           0.45%        (0.01)%            0.24%           1.90%             1.74%
 Expenses                                               1.06%         1.01%             1.05%           1.00%(3)          1.01%(3)

-----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                   92%          49%              106%             34%               25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year. 

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           18 OPPENHEIMER GROWTH FUND




CLASS B         YEAR ENDED AUGUST 31,                   2001          2000            1999          1998            1997
============================================================================================================================

 PER SHARE OPERATING DATA

 Net asset value, beginning of period                $ 59.55       $ 38.37         $ 30.54       $ 39.34         $ 32.94
----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                           (.10)         (.21)           (.20)          .43             .36
 Net realized and unrealized gain (loss)              (28.61)        24.22           11.32         (4.89)          10.08
                                                     -----------------------------------------------------------------------

 Total income (loss) from
 investment operations                                (28.71)        24.01           11.12         (4.46)          10.44
----------------------------------------------------------------------------------------------------------------------------

 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --            --            (.21)         (.44)           (.27)
 Distributions from net realized gain                  (3.24)        (2.83)          (3.08)        (3.90)          (3.77)
                                                     -----------------------------------------------------------------------

 Total dividends and/or distributions
 to shareholders                                       (3.24)        (2.83)          (3.29)        (4.34)          (4.04)
----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $27.60        $59.55          $38.37        $30.54          $39.34
                                                     =======================================================================

============================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (50.26)%       65.82%          38.27%       (12.32)%         33.93%

============================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)           $483,298      $996,000        $445,629      $330,442        $284,227
----------------------------------------------------------------------------------------------------------------------------
 Average Net Assets (in thousands)                  $692,159      $676,485        $410,058      $353,574        $203,518
----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                          (0.31)%       (0.78)%         (0.58)%        1.08%           0.92%
 Expenses                                               1.83%         1.78%           1.86%         1.81%(3)        1.84%(3)
---------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                  92%           49%            106%           34%             25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year. 

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           19 OPPENHEIMER GROWTH FUND

FINANCIAL HIGHLIGHTS  Continued
-------------------------------------------------------------------------------


CLASS C         YEAR ENDED AUGUST 31,                   2001          2000            1999             1998            1997
=================================================================================================================================

PER SHARE OPERATING DATA

 Net asset value, beginning of period                $ 60.48       $ 38.92         $ 30.93          $ 39.87         $ 33.42
--------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                           (.04)         (.09)           (.20)             .46             .42
 Net realized and unrealized gain (loss)              (29.14)        24.48           11.47            (4.99)          10.17
                                                     ---------------------------------------------------------------------------
 Total income (loss) from
 investment operations                                (29.18)        24.39           11.27            (4.53)          10.59
--------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --            --            (.21)            (.51)           (.37)
 Distributions from net realized gain                  (3.24)        (2.83)          (3.07)           (3.90)          (3.77)
                                                     ---------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                       (3.24)        (2.83)          (3.28)           (4.41)          (4.14)
--------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $28.06        $60.48          $38.92           $30.93          $39.87
                                                     ===========================================================================



===============================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (50.26)%       65.87%          38.28%          (12.33)%         33.93%

===============================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)           $102,144      $176,150         $57,970          $44,377         $28,145
------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $133,823      $103,076         $53,501          $43,817         $13,705
------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income (loss)                          (0.32)%       (0.77)%         (0.58)%           1.06%           0.95%
 Expenses                                               1.84%         1.78%           1.86%            1.81%(3)        1.84%(3)
 -----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                  92%           49%            106%              34%             25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year. 

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           20 OPPENHEIMER GROWTH FUND

'

                                                                                                      PERIOD ENDED
CLASS N                                                                                           AUGUST  31,2001(1)
====================================================================================================================

 PER SHARE OPERATING DATA
 Net asset value, beginning of period                                                                      $ 35.39
--------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                                                                          (.01)
 Net realized and unrealized gain (loss)                                                                     (6.25)
                                                                                                           ---------
 Total income (loss) from investment operations                                                              (6.26)
--------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                                                                           --
 Distributions from net realized gain                                                                           --
                                                                                                           ---------
 Total dividends and/or distributions to shareholders                                                           --
--------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                                                                            $ 29.13
                                                                                                           ---------

====================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)                                                                        (17.69)%

====================================================================================================================
 RATIOS/SUPPLEMENTAL DATA
 Net assets, end of period (in thousands)                                                                  $   274
--------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                                                                         $    70
--------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                                                                                         (0.33)%
 Expenses                                                                                                     1.40%
--------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                                                                        92%

1. For the period from
March 1, 2001 (inception of offering) to August 31, 2001. 2. Assumes a $1,000
hypothetical initial investment on the business day before the first day of the
fiscal period (or inception of offering), 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. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year. 3. Annualized for periods of less than
one full year. 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                           21 OPPENHEIMER GROWTH FUND

FINANCIAL HIGHLIGHTS  Continued
--------------------------------------------------------------------------------


 CLASS Y        YEAR ENDED AUGUST 31,                   2001             2000            1999             1998            1997
=================================================================================================================================

 Net asset value, beginning of period                $ 62.33          $ 39.76         $ 31.54          $ 40.43         $ 33.69
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                   .28              .16             .18              .87             .66
 Net realized and unrealized gain (loss)              (30.10)           25.37           11.69            (5.09)          10.42
                                                     ----------------------------------------------------------------------------
 Total income (loss) from
 investment operations                                (29.82)           25.53           11.87            (4.22)          11.08
---------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                     --             (.13)           (.58)            (.77)           (.57)
 Distributions from net realized gain                  (3.24)           (2.83)          (3.07)           (3.90)          (3.77)
                                                     ----------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                       (3.24)           (2.96)          (3.65)           (4.67)          (4.34)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                       $29.27           $62.33          $39.76           $31.54          $40.43
                                                     ============================================================================

=================================================================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(1)                  (49.77)%          67.56%          39.74%          (11.38)%         35.36%

=================================================================================================================================
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)           $ 88,284         $191,267        $ 93,936         $132,146         $96,679
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                  $124,168         $134,650        $116,615         $135,098         $62,619
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                                  0.67%            0.27%           0.65%            2.16%           2.00%
 Expenses                                               0.86%            0.73%           0.80%            0.71%(3)        0.77%(3)
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                  92%              49%            106%              34%             25%

1. Assumes a $1,000
hypothetical 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. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods of
less than one full year. 

2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                          22 OPPENHEIMER GROWTH FUND


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

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

Oppenheimer Growth Fund
(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 capital appreciation. The Fund’s investment advisor is
OppenheimerFunds, Inc. (the Manager). 

        The
Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A
shares are sold at their offering price, which is normally net asset value plus
a front-end sales charge. Class B, Class C and Class N shares are sold without a
front-end sales charge but may be subject to a contingent deferred sales charge
(CDSC). Class N shares are sold only through retirement plans. Retirement plans
that offer Class N shares may impose charges on those accounts. Class Y shares
are sold to certain institutional investors without either a front-end sales
charge or a CDSC. All classes of shares have identical rights to earnings,
assets and voting privileges, except that each class has its own expenses
directly attributable to that class and exclusive voting rights with respect to
matters affecting that class. Classes A, B, C and N have separate distribution
and/or service plans. No such plan has been adopted for Class Y shares. Class B
shares will automatically convert to Class A shares six years after the date of
purchase. The following is a summary of significant accounting policies
consistently followed by the Fund. 

--------------------------------------------------------------------------------
SECURITIES VALUATION.
Securities listed or traded on National Stock Exchanges or other domestic or
foreign exchanges are valued based on the last sale price of the security traded
on that exchange prior to the time when the Fund’s assets are valued. In
the absence of a sale, the security is valued at the last sale price on the
prior trading day, if it is within the spread of the closing bid and asked
prices, and if not, at the closing bid price. Securities (including restricted
securities) for which quotations are not readily available are valued primarily
using dealer-supplied valuations, a portfolio pricing service authorized by the
Board of Trustees, or at their fair value. Fair value is determined in good
faith under consistently applied procedures under the supervision of the Board
of Trustees. Short-term “money market type” debt securities with
remaining maturities of sixty days or less are valued at amortized cost (which
approximates market value). 

--------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION. The accounting records of the Fund are maintained
in U.S. dollars. Prices of securities denominated in foreign currencies are
translated into U.S. dollars at the closing rates of exchange. Amounts related
to the purchase and sale of foreign securities and investment income are
translated at the rates of exchange prevailing on the respective dates of such
transactions.

        The
effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund’s Statement of Operations. 

                           23 OPPENHEIMER GROWTH FUND


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


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

REPURCHASE AGREEMENTS. The
Fund requires its custodian bank to take possession, to have legally segregated
in the Federal Reserve Book Entry System or to have segregated within the
custodian’s vault, all securities held as collateral for repurchase
agreements. The market value of the underlying securities is required to be at
least 102% of the resale price at the time of purchase. If the seller of the
agreement defaults and the value of the collateral declines, or if the seller
enters an insolvency proceeding, realization of the value of the collateral by
the Fund may be delayed or limited. 

--------------------------------------------------------------------------------
ALLOCATION OF INCOME,
EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a
specific class), gains and losses are allocated daily 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 continue to comply with provisions of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
taxable income, including any net realized gain on investments not offset by
loss carryovers, to shareholders. Therefore, no federal income or excise tax
provision is required. 

As of August 31, 2001, the
Fund had available for federal income tax purposes an unused capital loss
carryover as follows: 

                         EXPIRING
                         ------------------------------------------

                         2009                           $50,983,636

        As
of August 31, 2001, the Fund had approximately $303,482,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized will expire in 2010. 

--------------------------------------------------------------------------------
TRUSTEES’
COMPENSATION. The Fund has adopted an unfunded retirement plan for the
Fund’s independent Board of Trustees. Benefits are based on years of
service and fees paid to each trustee during the years of service. During the
year ended August 31, 2001, the Fund’s projected benefit obligations were
increased by $100,937 and payments of $12,705 were made to retired trustees,
resulting in an accumulated liability of $359,948 as of August 31, 2001. 

        The
Board of Trustees has adopted a deferred compensation plan for independent
trustees that enables trustees to elect to defer receipt of all or a portion of
annual compensation they are entitled to receive from the Fund. Under the plan,
the compensation deferred is periodically adjusted as though an equivalent
amount had been invested for the Board of Trustees in shares of one or more
Oppenheimer funds selected by the trustee. The amount paid to the Board of
Trustees under the plan will be determined based upon the performance of the
selected funds. Deferral of trustees’ 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. 

                           24 OPPENHEIMER GROWTH FUND


--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.

--------------------------------------------------------------------------------
CLASSIFICATION OF DIVIDENDS
AND DISTRIBUTIONS TO SHAREHOLDERS. Net investment income (loss) and net realized
gain (loss) may differ for financial statement and tax purposes. The character
of dividends and distributions made during the fiscal year from net investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes. Also, due to timing of dividends and distributions,
the fiscal year in which amounts are distributed may differ from the fiscal year
in which the income or realized gain was recorded by the Fund. 

        The
Fund adjusts the classification of distributions to shareholders to reflect the
differences between financial statement amounts and distributions determined in
accordance with income tax regulations. Accordingly, during the year ended
August 31, 2001, amounts have been reclassified to reflect a decrease in paid-in
capital of $153,515, a decrease in undistributed net investment income of
$157,005, and a decrease in accumulated net realized loss on investments of
$310,520. Net assets of the Fund were unaffected by the reclassifications. 

--------------------------------------------------------------------------------
INVESTMENT INCOME. Dividend
income is recorded on the ex-dividend date or upon ex-dividend notification in
the case of certain foreign dividends where the ex-dividend date may have
passed. Non-cash dividends included in dividend income, if any, are recorded at
the fair market value of the securities received. Interest income, which
includes accretion of discount and amortization of premium, is accrued as
earned. 

--------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade date.
Gains and losses on securities sold are determined on the basis of identified
cost.

--------------------------------------------------------------------------------
OTHER. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates. 

                           25 OPPENHEIMER GROWTH FUND


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

================================================================================
2. SHARES OF BENEFICIAL INTEREST

The Fund has authorized an
unlimited number of no par value shares of beneficial interest. Transactions in
shares of beneficial interest were as follows: 


                                          YEAR ENDED AUGUST 31, 2001(1)              YEAR ENDED AUGUST 31, 2000
                                             SHARES              AMOUNT              SHARES              AMOUNT
-------------------------------------------------------------------------------------------------------------------

 CLASS A
 Sold                                    10,569,340       $ 434,907,471          13,371,627       $ 698,963,134
 Dividends and/or
 distributions reinvested                 3,414,802         158,822,473           2,813,617         121,042,450
 Redeemed                               (11,769,825)       (439,119,269)         (8,711,692)       (441,617,575)
                                        ---------------------------------------------------------------------------
 Net increase (decrease)                  2,214,317        $154,610,675           7,473,552        $378,388,009
                                        ===========================================================================

-------------------------------------------------------------------------------------------------------------------
 CLASS B
 Sold                                     5,557,121       $ 229,365,850           7,972,912       $ 401,256,522
 Dividends and/or
 distributions reinvested                 1,227,686          54,263,720             778,205          32,170,991
 Redeemed                                (5,997,793)       (213,710,131)         (3,640,138)       (176,195,220)
                                        ---------------------------------------------------------------------------
 Net increase (decrease)                    787,014       $  69,919,439           5,110,979        $257,232,293
                                        ===========================================================================

-------------------------------------------------------------------------------------------------------------------
 CLASS C
 Sold                                     1,717,522       $  69,151,022           2,038,083       $ 104,497,678
 Dividends and/or
 distributions reinvested                   217,183           9,762,405             102,477           4,301,986
 Redeemed                                (1,207,014)        (42,248,434)           (717,406)        (34,914,481)
                                        ---------------------------------------------------------------------------
 Net increase (decrease)                    727,691       $  36,664,993           1,423,154       $ 73,885,183
                                        ===========================================================================

-------------------------------------------------------------------------------------------------------------------
 CLASS N
 Sold                                         9,401       $     292,765                  --       $          --
 Dividends and/or
 distributions reinvested                        --                  --                  --                  --
 Redeemed                                        (5)               (168)                 --                  --
                                        ---------------------------------------------------------------------------
 Net increase (decrease)                      9,396       $     292,597                  --       $          --
                                        ===========================================================================

-------------------------------------------------------------------------------------------------------------------
 CLASS Y
 Sold                                     1,574,830       $  65,369,945           2,354,327       $ 122,130,560
 Dividends and/or
 distributions reinvested                   216,565          10,076,798             167,947           7,211,651
 Redeemed                                (1,844,136)        (73,210,409)         (1,816,495)        (90,834,653)
                                        ---------------------------------------------------------------------------
 Net increase (decrease)                    (52,741)       $  2,236,334             705,779       $  38,507,558
                                        ===========================================================================



1.
For the year ended August 31, 2001, for Class A, B, C and Y shares and for the
period from March 1, 2001 (inception of offering) to August 31, 2001, for Class
N shares.



                           26 OPPENHEIMER GROWTH FUND


================================================================================
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of
purchases and proceeds from sales of securities, other than short-term
obligations, for the year ended August 31, 2001, were $2,638,784,372 and
$2,193,113,347, respectively. 

As of August 31, 2001,
unrealized appreciation (depreciation) based on cost of securities for federal
income tax purposes of $2,230,991,669 was: 


            Gross unrealized appreciation                     $ 168,999,845
            Gross unrealized depreciation                      (182,468,266)
                                                              --------------
            Net unrealized appreciation (depreciation)         $(13,468,421)
                                                              ==============

================================================================================
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management
fees paid to the Manager were in accordance with the investment advisory
agreement with the Fund which provides for a fee of 0.75% of the first $200
million of average annual net assets of the Fund, 0.72% of the next $200
million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60%
of the next $700 million, 0.58% of the next $1.0 billion, 0.56% of the next $2.0
billion, and 0.54% of the average annual net assets in excess of $4.5 billion.
The Fund’s management fee for the year ended August 31, 2001, was an
annualized rate of 0.61%. 

--------------------------------------------------------------------------------
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 an agreed upon
per account fee. 

--------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE
PLAN FEES. Under its General Distributor’s Agreement with the Manager, the
Distributor acts as the Fund’s principal underwriter in the continuous
public offering of the different classes of shares of the Fund. 

The compensation paid to
(or retained by) the Distributor from the sale of shares or on the redemption of
shares is shown in the table below for the period indicated. 


                       AGGREGATE         CLASS A     COMMISSIONS     COMMISSIONS      COMMISSIONS       COMMISSIONS
                       FRONT-END       FRONT-END      ON CLASS A      ON CLASS B       ON CLASS C        ON CLASS N
                   SALES CHARGES   SALES CHARGES          SHARES          SHARES           SHARES            SHARES
                      ON CLASS A     RETAINED BY     ADVANCED BY     ADVANCED BY      ADVANCED BY       ADVANCED BY
 YEAR ENDED               SHARES     DISTRIBUTOR  DISTRIBUTOR(1)  DISTRIBUTOR(1)   DISTRIBUTOR(1)    DISTRIBUTOR(1)
-------------------------------------------------------------------------------------------------------------------

 August 31, 2001      $5,039,994      $1,431,582        $993,657      $6,136,274       $470,959          $2,227

1. The Distributor advances
commission payments to dealers for certain sales of Class A shares and for sales
of Class B, Class C and Class N shares from its own resources at the time of
sale. 


                               CLASS A                  CLASS B                 CLASS C                 CLASS N
                   CONTINGENT DEFERRED      CONTINGENT DEFERRED     CONTINGENT DEFERRED     CONTINGENT DEFERRED
                         SALES CHARGES            SALES CHARGES           SALES CHARGES           SALES CHARGES
                           RETAINED BY              RETAINED BY             RETAINED BY             RETAINED BY
 YEAR ENDED                DISTRIBUTOR              DISTRIBUTOR             DISTRIBUTOR             DISTRIBUTOR
-----------------------------------------------------------------------------------------------------------------

 August 31, 2001               $15,439               $1,162,350                 $51,976                     $--

                           27 OPPENHEIMER GROWTH FUND


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

================================================================================
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

The Fund has adopted a
Service Plan for Class A shares and Distribution and Service Plans for Class B,
Class C and Class N shares under Rule 12b-1 of the Investment Company Act. Under
those plans the Fund pays the Distributor for all or a portion of its costs
incurred in connection with the distribution and/or servicing of the shares of
the particular class. 

--------------------------------------------------------------------------------
CLASS A SERVICE PLAN FEES.
Under the Class A service plan, the Distributor currently uses the fees it
receives from the Fund to pay brokers, dealers and other financial institutions.
The Class A service plan permits reimbursements to the Distributor at a rate of
up to 0.25% of average annual net assets of Class A shares purchased. The
Distributor makes payments to plan recipients quarterly at an annual rate not to
exceed 0.25% of the average annual net assets consisting of Class A shares of
the Fund. For the year ended August 31, 2001, payments under the Class A plan
totaled $5,011,011, all of which were paid by the Distributor to recipients, and
included $356,165 paid to an affiliate of the Manager. Any unreimbursed expenses
the Distributor incurs with respect to Class A shares in any fiscal year cannot
be recovered in subsequent years. 

--------------------------------------------------------------------------------
CLASS B, CLASS C AND CLASS
N DISTRIBUTION AND SERVICE PLAN FEES. Under each plan, service fees and
distribution fees are computed on the average of the net asset value of shares
in the respective class, determined as of the close of each regular business day
during the period. The Class B, Class C and Class N plans provide for the
Distributor to be compensated at a flat rate, whether the Distributor’s
distribution expenses are more or less than the amounts paid by the Fund under
the plan during the period for which the fee is paid. 

        The
Distributor retains the asset-based sales charge on Class B shares. The
Distributor retains the asset-based sales charge on Class C shares during the
first year the shares are outstanding. The Distributor retains the asset-based
sales charge on Class N shares. The asset-based sales charges on Class B, Class
C and Class N shares allow investors to buy shares without a front-end sales
charge while allowing the Distributor to compensate dealers that sell those
shares. 

        The
Distributor’s actual expenses in selling Class B, Class C and Class N
shares may be more than the payments it receives from the contingent deferred
sales charges collected on redeemed shares and asset-based sales charges from
the Fund under the plans. If any plan is terminated by the Fund, the Board of
Trustees may allow the Fund to continue payments of the asset-based sales charge
to the Distributor for distributing shares before the plan was terminated. The
plans allow for the carryforward of distribution expenses, to be recovered from
asset-based sales charges in subsequent fiscal periods. 

                           28 OPPENHEIMER GROWTH FUND


Distribution fees paid to the Distributor for the year ended August 31, 2001,
were as follows:


                                                                                                  DISTRIBUTOR'S
                                                                              DISTRIBUTOR'S           AGGREGATE
                                                                                  AGGREGATE        UNREIMBURSED
                                                                               UNREIMBURSED       EXPENSES AS %
                                     TOTAL PAYMENTS     AMOUNT RETAINED            EXPENSES       OF NET ASSETS
                                         UNDER PLAN      BY DISTRIBUTOR          UNDER PLAN            OF CLASS
-------------------------------------------------------------------------------------------------------------------

 Class B Plan                            $6,915,642          $5,577,806         $12,964,753                2.68%
 Class C Plan                             1,338,792             433,848           1,454,281                1.42
 Class N Plan                                   174                 107                  --                  --

================================================================================
 5. BANK BORROWINGS

The
Fund may borrow from a bank for temporary or emergency purposes including,
without limitation, funding of shareholder redemptions provided asset coverage
for borrowings exceeds 300%. The Fund has entered into an agreement which
enables it to participate with other Oppenheimer funds in an unsecured line of
credit with a bank, which permits borrowings up to $400 million, collectively.
Interest is charged to each fund, based on its borrowings, at a rate equal to
the Federal Funds Rate plus 0.45%. Borrowings are payable 30 days after such
loan is executed. The Fund also pays a commitment fee equal to its pro rata
share of the average unutilized amount of the credit facility at a rate of 0.08%
per annum.



     The Fund had no borrowings outstanding during the year ended or at August
 31, 2001.

                           29 OPPENHEIMER GROWTH FUND






                                     A-1
Appendix A

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

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






11
                                   B-11
                                  Appendix B

OppenheimerFunds Special Sales Charge Arrangements and Waivers
--------------------------------------------------------------

In certain cases, the initial sales charge that applies to purchases of Class
A shares3 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.4  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 plans5
         4) Group Retirement Plans6
         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."7 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:
         1) through a broker, dealer, bank or registered investment adviser
            that has made special arrangements with the Distributor for those
            purchases, or
         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:
         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").
         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.
         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).
|_|   Purchases by a Retirement Plan whose record keeper had a
         cost-allocation agreement with the Transfer Agent on or before March
         1, 2001.
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 through a broker-dealer that has entered into a
         special agreement with the Distributor to allow the broker's
         customers to purchase and pay for shares of Oppenheimer funds using
         the proceeds of shares redeemed in the prior 30 days from a mutual
         fund (other than a fund managed by the Manager or any of its
         subsidiaries) on which an initial sales charge or contingent
         deferred sales charge was paid. This waiver also applies to shares
         purchased by exchange of shares of Oppenheimer Money Market Fund,
         Inc. that were purchased and paid for in this manner. This waiver
         must be requested when the purchase order is placed for shares of
         the Fund, and the Distributor may require evidence of qualification
         for this waiver.
|_|   Shares purchased with the proceeds of maturing principal units of any
         Qualified Unit Investment Liquid Trust Series.
|_|   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.

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:
         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.
         2) To return excess contributions.
         3) To return contributions made due to a mistake of fact.
         4) Hardship withdrawals, as defined in the plan.8
         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.
         6) To meet the minimum distribution requirements of the Internal
            Revenue Code.
         7) To make "substantially equal periodic payments" as described in
            Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.
         9) Separation from service.9
         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.
         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, including a
         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 requested in writing by a Retirement Plan sponsor of Class
         C shares of an Oppenheimer fund in amounts of $500,000 or more and
         made more than 12 months after the Retirement Plan's first purchase
         of Class C shares, if the redemption proceeds are invested in Class
         N shares of one or more Oppenheimer funds.
|_|   Distributions10 from Retirement Plans or other employee benefit plans
         for any of the following purposes:
         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.
         2) To return excess contributions made to a participant's account.
         3) To return contributions made due to a mistake of fact.
         4) To make hardship withdrawals, as defined in the plan.11
         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.
         6) To meet the minimum distribution requirements of the Internal
            Revenue Code.
         7) To make "substantially equal periodic payments" as described in
            Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.12
         9) On account of the participant's separation from service.13
         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.
         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.
         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.
         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.
         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 Global
   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:
         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
         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:
         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;
         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;
         3) Directors of the Fund or any one or more of the Former
            Connecticut Mutual Funds and members of their immediate families;
         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;
         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
         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:
   1) by the estate of a deceased shareholder;
   2) upon the disability of a shareholder, as defined in Section 72(m)(7) of
      the Internal Revenue Code;
   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;
   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;
   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;
   7) in connection with the Fund's right to involuntarily redeem or
      liquidate the Fund;
   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
   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 Municipal Bond Fund, 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 Growth Fund
------------------------------------------------------------------------------

Internet Website:
      www.oppenheimerfunds.com
      ------------------------

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

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

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

Custodian Bank
      The Bank of New York
      One Wall Street
      New York, New York 10015

Independent Auditors
      KPMG LLP
      707 Seventeenth Street
      Denver, Colorado 80202

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



PX270.1201


--------
1 No commission will be paid on sales of Class A shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options under a special arrangement with the Distributor, if the
purchase occurs more than 30 days after the Oppenheimer funds are added as an
investment option under that plan.
2 Mr. Griffiths is not a Director of Oppenheimer Money Market Fund, Inc.  Mr.
Murphy is not a director of Oppenheimer California Municipal Fund or
Oppenheimer Money Market Fund Inc.
3 Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
4 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.
5 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.
6 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.
7 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.
8 This provision does not apply to IRAs.
9 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
10 The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
11 This provision does not apply to IRAs.
12 This provision does not apply to loans from 403(b)(7) custodial plans.
13 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.