Oppenheimer Convertible Securities Fund

497 1 psp.htm PROSPECTUS Oppenheimer Convertible Securities Fund

Oppenheimer
Convertible Securities Fund
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Prospectus dated April 30, 2002

Oppenheimer Convertible Securities Fund is a
mutual fund that seeks a high level of total return as
its goal, through a combination of current income and
capital appreciation. It invests primarily in
securities that are convertible into common stock.

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

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Contents

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

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

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

How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Class M Shares
Class N Shares

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Web Site
Retirement Plans

How to Sell Shares
By Wire
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

Financial Highlights

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

The Fund's Investment Objective and Strategies

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WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks a high level of total return on its assets through a
combination of current income and capital appreciation.
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WHAT DOES THE FUND MAINLY INVEST IN? As a matter of non-fundamental policy that shall not be changed without
advance notice to shareholders, the Fund invests, under normal market conditions, at least 80% of its net assets
(plus borrowings for investment purposes) in convertible securities. Those convertible securities include
domestic and (to a limited extent) foreign corporate bonds, notes, warrants and preferred stocks that can be
exchanged for (converted into) common stock of the issuer. The Fund can invest without limit in lower-grade,
high-yield convertible debt securities, sometimes called "junk bonds," and many of the convertible bonds the Fund
buys are below investment grade.

The Fund has no limitations on the range of maturities of the debt securities in which it can invest and
therefore may hold bonds with short-, medium- or long-term maturities. Although the Fund currently emphasizes
investments in smaller cap issuers, it does not limit its investments to securities of issuers in a particular
market capitalization range and can hold securities of small-cap, medium-cap and large-cap issuers.

While the Fund can also invest up to 20% of its net assets in non-convertible debt securities and common
stocks, not more than 15% of its net assets can be invested in common stocks that do not pay dividends. These
investments are more fully explained in "About the Fund's Investments," below.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? In selecting securities for the Fund, the
Fund's portfolio manager uses a disciplined, value-oriented investment approach based on a fundamental
"bottom-up" analysis of the financial condition of individual issuers rather than overall market or industry
conditions or trends. The portfolio manager currently focuses on the factors below (which may vary in particular
cases and may change over time):

o The portfolio manager analyzes the balance sheet strength of individual issuers, including current and
historic financial condition, trading activity in their securities, present and anticipated cash flows,
estimated values in relation to historic cost, the issuer's managerial expertise, debt maturity
schedules, current and future borrowing requirements and any change in its condition that might affect
its ability to meet future obligations.
o The portfolio manager searches for convertible debt securities that might offer participation in
equity-like returns without excessive price volatility.
o To avoid the volatility of owning stocks directly, the portfolio manager generally sells stocks after
they are obtained by converting securities the Fund held.
o While the Fund is not required to sell securities to maintain 80% of its net assets in convertible
securities, if its investments in non-convertible securities, cash and common stock exceed 20% of net
assets it will make new investments only in convertible securities until the 80% standard is met.

WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors seeking high total return over the
long term from a fund that invests for both current income and capital appreciation in convertible securities.
Those investors should be willing to assume the credit risks of a fund that typically invests a significant
amount of its assets in lower-grade bonds and the changes in share prices that can occur when interest rates
change. The Fund is intended as a long-term investment, not a short-term trading vehicle, and may be appropriate
as part of an investor's retirement plan portfolio. However, the 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 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.

CREDIT RISK. Debt securities are subject to credit risk. Credit risk relates to the ability of the issuer of a
security to make interest and principal payments on the security as they become due. If the issuer fails to pay
interest, the Fund's income might be reduced, and if the issuer fails to repay principal, the value of that
security and of the Fund's shares might be reduced. Debt securities and preferred stocks issued by domestic and
foreign corporations are subject to risks of default. A downgrade in an issuer's credit rating or other adverse
news about an issuer can reduce the market value of that issuer's securities.

Special Risks of Lower-Grade Securities. Because the Fund can invest without limit in securities rated below
investment grade to seek high income, the Fund's credit risks are greater than those of funds that buy
only investment-grade bonds. Lower-grade debt securities may be subject to greater market fluctuations
and greater risks of loss of income and principal than investment-grade debt securities. Securities
that are (or that have fallen) below investment grade are exposed to a greater risk that the issuers of
those securities might not meet their debt obligations. The market for these securities may be less
liquid, making it difficult for the Fund to sell them quickly at an acceptable price. These risks can
reduce the Fund's share prices and the income it earns.

Special Risks of Small-Cap Issuers. While the Fund can buy convertible securities of companies of small, medium
or large market capitalizations, investments in small-capitalization companies may offer greater
potential for high total return than securities of larger issuers, and at times the Fund may have large
investments in convertible securities of small-cap issuers. These securities may have less of a trading
market and may be subject to greater risks of default than securities of larger issuers.

INTEREST RATE RISKS. The values of debt securities are subject to change when prevailing interest rates change.
When interest rates fall, the values of already-issued debt securities generally rise. When interest rates rise,
the values of already-issued debt securities generally fall, and they may sell at a discount from their face
amount. The magnitude of these fluctuations will often be greater for debt securities having longer maturities
than for shorter-term debt securities. The Fund's share prices can go up or down when interest rates change
because of the effect of the changes on the value of the Fund's investments in debt securities. Also, if interest
rates fall, the Fund's investments in new securities at lower yields will reduce the Fund's income.

STOCK MARKET RISKS. Because most of the Fund's investments are convertible into common stock, the prices of the
Fund's investments in convertible securities are sensitive to events that affect the values of the issuer's
common stock. Those can include broad stock market events as well as events affecting the particular issuer, such
as poor earnings reports, loss of major customers, major litigation, or regulatory changes affecting the issuer
or its industry. The income offered by fixed-income securities can help reduce the effect of that volatility on
the Fund's total return to some degree, but the prices of the Fund's convertible securities will be affected by
those events.

THERE ARE SPECIAL RISKS IN USING DERIVATIVE INVESTMENTS. The Fund can use derivatives to seek increased income or
to try to hedge investment risks. 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. Options, structured
notes, and equity-linked debt securities are examples of derivatives the Fund can use.

If the issuer of the derivative does not pay the amount due, the Fund can lose money on the investment.
Also, the underlying security or investment on which the derivative is based, and the derivative itself, might
not perform the way the Manager expected it to perform. If that happens, the Fund's share prices could fall or
the Fund could get less income than expected. The Fund has limits on the amount of particular types of
derivatives it can hold and is not required to use them to seek its objective. Using derivatives can cause the
Fund to lose money on its investments and/or increase the volatility of its share prices.

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 the prices of its shares.
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.

The values of debt securities, particularly lower-grade securities, can be affected by a number of
factors, such as interest rate changes and other market factors, and the prices of the Fund's shares can go up
and down. The income from the Fund's investments may help cushion the Fund's total return from changes in prices,
but debt securities are subject to credit risks that can also affect their values and income and the share prices
of the Fund. In the OppenheimerFunds spectrum, the Fund generally has more risks than bond funds that focus
primarily on U. S. government securities and investment-grade bonds but may be less volatile than funds that
focus solely on investments in stocks.

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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.
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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 M shares) from year to year for the last 10 calendar years and by showing how
the average annual total returns of the Fund's shares, both before and after taxes, compare to those of
-
broad-based market indices. The after-tax returns are shown for Class M shares only and are calculated using the
historical highest individual federal marginal income tax rates in effect during the periods shown, and do not
reflect the impact of state or local taxes. The after-tax returns for the other classes of shares will vary.
The after-tax returns are calculated based on certain assumptions mandated by regulation and your actual
after-tax returns may differ from those shown, depending on your individual tax situation. The after-tax returns
set forth below are not relevant to investors who hold their fund shares through tax-deferred arrangements such
as 401(k) plans or IRAs or to institutional investors not subject to tax. The Fund's past investment performance,
before and after taxes, is not necessarily an indication of how the Fund will perform in the future.

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

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

Sales charges and taxes 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 16.47% (4th Qtr99) and the lowest return (not annualized) for
a calendar quarter was -10.70% (3rd Qtr98).

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Average Annual Total Returns 1 Year 5 Years 10 Years
(or life of class, if (or life of class, if (or life of class, if
for the periods ended December 31, 2001 less) less) less)
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Class M Shares (inception 6/3/86)
Return Before Taxes -6.85% 5.80% 11.14%
Return After Taxes on Distributions -8.41% 2.79% 8.14%
Return After Taxes on Distributions and -4.18% 3.43% 7.92%
Sale of Fund Shares
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Lehman Bros. Aggregate Bond Index (reflects 8.44% 7.43% 7.23%1
no deduction for fees, expenses or taxes)
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Goldman Sachs Convertible Bond Index
(reflects no deduction for fees, expenses -8.12% 7.86% 10.75%1
or taxes)
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Class A Shares (inception 5/1/95) -8.86% 5.76% 8.13%
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Class B Shares (inception 5/1/95) -8.58% 5.93% 8.36%
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Class C Shares (inception 3/11/96) -4.90% 6.22% 6.69%
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Class N Shares (inception 3/1/01) -3.95%2 N/A N/A
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1 From 12/31/91.
2 Total returns for Class N shares are cumulative and are not annualized.

Class M shares were first publicly offered 6/3/86 as Class A shares and were re-designated as Class M shares on
3/11/96. The Fund's Class Y shares, which had been offered since 5/1/95, were re-designated as Class A shares on
3/11/96.

The Fund's average annual total returns include the current maximum initial sales charges of 5.75% for Class A
and 3.25% for Class M; the contingent deferred sales charge of 5% (1-year) and 2% (5 year) for Class B; and the
1% contingent deferred sales charge for the 1-year period for Class C. Class B shares automatically convert to
Class A shares 72 months after purchase.

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 performance of the Fund's Class M Shares is
compared to the Goldman Sachs Convertible Bond 100 Index, an unmanaged index of convertible securities and the
Lehman Brothers Aggregate Bond Index, an unmanaged index of U.S. corporate and government bonds. The index
performance reflects the reinvestment of income but does not consider the effects of transaction costs. The Fund
also compares its performance to that of the S&P 500 index an unmanaged index of common stock, and that
comparison may be found in the Fund's annual report. The Fund's investments may vary from the securities in the
indices.

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
values 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 December 31, 2001.

Shareholder Fees (charges paid directly from your investment):

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 a retirement plan's first purchase of Class N
shares.

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

--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
Class A Shares Class B Shares Class C Shares Class M Shares Class N Shares
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
--------------------- ------------------ ------------------- ------------------ ------------------- ------------------
Management Fees 0.47% 0.47% 0.47% 0.47% 0.47%
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Distribution and/or 0.24% 1.00% 1.00% 0.75% 0.50%
Service (12b-1) Fees
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Other Expenses 0.24% 0.24% 0.24% 0.23% 0.25%
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Total Annual 0.95% 1.71% 1.71% 1.45% 1.22%
Operating Expenses
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Expenses may vary in future years. "Other expenses" include transfer agent fees, custodial expenses, and
accounting and legal expenses the Fund pays.

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's operating expenses remain the same. Your actual costs may be higher or lower because
expenses will vary over time. Based on these assumptions your expenses would be as follows:

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If shares are redeemed: 1 Year 3 Years 5 Years 10 Years1
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Class A Shares $666 $860 $1,070 $1,674
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Class B Shares $674 $839 $1,128 $1,633
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Class C Shares $274 $539 $ 928 $2,019
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Class M Shares $468 $769 $1,091 $2,004
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Class N Shares $224 $387 $ 670 $1,477
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If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years1
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------
Class A Shares $666 $860 $1,070 $1,674
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------------------------------------ --------------------- -------------------- ------------------ -------------------
Class B Shares $174 $539 $ 928 $1,633
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Class C Shares $174 $539 $ 928 $2,019
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------------------------------------ --------------------- -------------------- ------------------ -------------------
Class M Shares $468 $769 $ 1,091 $2,004
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------------------------------------ --------------------- -------------------- ------------------ -------------------
Class N Shares $124 $387 $ 670 $1,477
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In the first example, expenses include the initial sales charge for Class A and Class M and the applicable Class
B, Class C or Class N contingent deferred sales charges. In the second example, the Class A and Class M 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 72 months.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's portfolio among different types of
investments will vary over time based upon 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, and in
some cases by using hedging techniques. 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 investments in any one industry.

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

Convertible Securities. Convertible debt securities pay interest and convertible preferred stocks pay dividends
until they mature or are converted, exchanged or redeemed. Because of the conversion feature, the price
of a convertible security will normally vary in some proportion to changes in the price of the
underlying common stock. In general, convertible securities:

o have higher yields than common stocks but lower yields than comparable non-convertible securities,
o may be subject to less fluctuation in value than the underlying stock because of their income, and
o provide potential for capital appreciation if the market price of the underlying common stock increases
(and in those cases may be thought of as "equity substitutes").

The Fund does not invest only in securities of issuers in a particular market capitalization range, and
at times the Manager might increase the relative emphasis of securities of issuers in a particular
capitalization range if the Manager believes they offer greater opportunities for total return.

Securities of smaller, newer companies may offer greater potential for higher returns, but they are also
subject to greater risks of default than larger, more established issuers. They may have unseasoned
management, they may lack established markets for their products or services and may be dependent on
only a few customers or suppliers for a greater amount of their business. Also, they may not have the
financial strength to sustain them through business downturns or adverse market conditions. These
securities may have less of a trading market than securities of larger issuers, and it might be harder
for the Fund to dispose of its holdings at an acceptable price when it wants to sell them. As a result,
the Fund's investments in securities of these issuers have greater risks. The Fund might not achieve its
expected returns from these securities and its share price may fluctuate more to the extent that it
holds these investments.

In selecting securities for the Fund's portfolio and evaluating their yield potential and credit risk,
the Manager does not rely solely on ratings by rating organizations but evaluates business and economic
factors affecting an issuer as well. The debt securities the Fund buys may be rated by
nationally-recognized rating organizations such as Moody's Investors Service, Inc. or Standard & Poor's
Rating Service, or they may be unrated securities assigned an equivalent rating by the Manager. Credit
ratings evaluate the expectation of scheduled payments of interest and principal, not market risks.
Rating agencies might not always change their credit ratings of an issuer in a timely manner to reflect
the events that could affect an issuer's ability to make timely payments on its obligations.

The Fund can invest in debt securities that are investment grade or below investment grade in credit
quality and at times will invest substantial amounts of its assets in securities below investment grade
to seek higher income as part of its goal. "Investment-grade" rated securities are those in the four
highest rating categories of national ratings organizations. The ratings definitions of the principal
ratings organizations are included in Appendix A to the Statement of Additional Information.

Convertible Preferred Stock. Unlike common stock, preferred stock typically has a stated dividend rate. When
prevailing interest rates rise, the value of preferred stock having a fixed dividend rate tends to fall.
The right to payment of dividends on preferred stock generally is subordinate to the rights of the
company's debt securities. Preferred stock dividends may be cumulative (they remain a liability of the
company until paid) or non-cumulative.

Some convertible preferred stock with a mandatory conversion feature has a set call price to buy the
underlying common stock. If the underlying common stock price is less than the call price, the holder
will pay more for the common stock than its market price. The issuer might also be able to redeem the
stock prior to the mandatory conversion date, which could diminish the potential for capital
appreciation on the investment.

"Mandatory-Conversion" Securities. These securities may combine features of both equity and debt securities.
Normally they have a mandatory conversion feature and an adjustable conversion ratio. One type of
mandatory conversion security is the convertible preferred stock discussed above. Another is the
"equity-linked" debt security, having a principal amount at maturity that depends on the performance of a
specified equity security, such as the issuer's common stock. Their values can also be affected by
interest rate changes and credit risks of the issuer. They may be structured in a way that limits their
potential for capital appreciation and the entire value of the security may be at risk of loss depending
on the performance of the underlying equity security. Since the market for these securities is still
relatively new, they may be less liquid than other convertible securities.

Lower-Grade Securities. Lower-grade convertible securities may offer greater opportunities for higher returns
than higher-grade securities. Lower-grade securities are those rated below "Baa" by Moody's or lower
than "BBB" by Standard & Poor's or similar ratings by other nationally-recognized rating organizations.
The Fund does not invest in securities rated below "C" or which are in default. While securities rated
"Baa" by Moody's or "BBB" by S&P are considered "investment grade," they have some speculative
characteristics.

o Special Risks of Lower-Grade Securities. While investment-grade securities are subject to risks of
non-payment of interest and principal, in general, higher-yielding lower-grade bonds, whether rated or
unrated, have greater risks than investment-grade securities as stated in "Main Risks of Investing in
the Fund." There may be less of a market for them and therefore they may be harder to sell at an
acceptable price. These risks mean that the Fund might not achieve the expected income from lower-grade
securities, and that the Fund's net asset value per share could be affected by declines in value of
these securities.

The Fund also invests in investment-grade debt securities. It is not required to dispose of debt
securities whose ratings fall after the Fund buys them. However, the portfolio manager will monitor
those holdings of issuers whose credit quality falls to determine whether the Fund should sell them.

Derivative Investments. In addition to using hedging instruments such as options, the Fund can use other
derivative investments, such as structured notes and "mandatory-conversion" securities, including
"equity-linked" debt securities, because they offer the potential for increased income and principal
value.

Markets underlying securities and indices may move in a direction not anticipated by the Manager.
Interest rate and stock market changes in the U.S. and abroad may also influence the performance of
derivatives. As a result of these risks the Fund could realize less principal or income from the
investment than expected. Certain derivative investments held by the Fund may be illiquid.

o "Structured" Notes. Structured notes are specially-designed derivative debt investments. Payments of
principal or interest on those notes are linked to the value of an index (such as a currency or
securities index), an individual stock, or a commodity. The terms of the instrument may be "structured"
by the purchaser (the Fund) and the borrower issuing the note.

The principal and/or interest payments depend on the performance of one or more other securities or
indices. The values of these notes will therefore fall or rise in response to the changes in the values
of the underlying security or index. They are subject to both credit and interest rate risks. Therefore,
the Fund could receive more or less than it originally invested when the notes mature. It might receive
less interest than the stated coupon payment if the underlying investment or index does not perform as
anticipated. Their values may be very volatile and they may have a limited trading market, making it
difficult for the Fund to sell its investment at an acceptable price.

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 not a fundamental policy but will not be changed by the
Board without advance notice to shareholders. Investment restrictions that are fundamental policies are listed in
the Statement of Additional Information. An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

OTHER INVESTMENT STRATEGIES. To seek its objective, the Fund can also use the investment techniques and
strategies described below. The Fund might not always use all of them. These techniques have risks, although some
are designed to help reduce overall investment or market risks.

Foreign Securities. The Fund can invest up to 15% of its net assets in foreign securities. The Fund can buy
securities of companies in both developed markets and emerging markets. The Fund's foreign debt
investments can be denominated in U.S. dollars or in foreign currencies. The Fund will buy foreign
currency only in connection with the purchase and sale of foreign securities and not for speculation.

o Risks of Foreign Investing. While foreign securities offer special investment opportunities, there are
also special risks that can reduce the Fund's share prices and returns. 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. Currency rate changes can also affect the distributions the Fund
makes from the income it receives from foreign securities as foreign currency values change against the
U.S. dollar. Foreign investing can result in higher transaction and operating costs for the Fund.
Foreign issuers are not subject to the same accounting and disclosure requirements that U.S. companies
are subject to.

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.

Zero-Coupon Securities. Some of the debt securities the Fund can buy are zero-coupon bonds that pay no interest
and are issued at a substantial discount from their face value. Zero-coupon securities are subject to
greater fluctuations in price from interest rate changes than interest-bearing securities. The Fund may
have to pay out the imputed income on zero-coupon securities without receiving the actual cash
currently.

Illiquid and Restricted Securities. Investments may be illiquid because they do not have an active trading
market, making it difficult to value them or dispose of them promptly at an acceptable price. A
restricted security may have a contractual restriction on its resale or cannot be sold publicly until it
is registered under the Securities Act of 1933. The Fund will not invest more than 15% of its net assets
in illiquid or restricted securities. 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.

Hedging. The Fund can buy and sell put and call options. These are referred to as "hedging instruments." The
Fund is not required to use hedging instruments to seek its objective. The Fund does not use hedging
instruments for speculative purposes and has limits on its use of them.

The Fund could write covered call options on stocks, purchase put options on stocks and enter into
closing transactions on these options for a number of purposes. It might do so to try to manage its
exposure to the possibility that the prices of its portfolio securities may fall or to try to increase
its income.

Options trading involves the payment of premiums and has special tax effects on the Fund. There are also
special risks in particular hedging strategies. For example, 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 and will not be able to realize any profit if the investment has increased in value
above the call price.

If the Manager used a hedging instrument at the wrong time or judged market conditions incorrectly, the
strategy could reduce the Fund's return. The Fund could also experience losses if the prices of its
options positions were not correlated with its other investments or if it could not close out a position
because of an illiquid market.

Temporary Defensive and Interim Investments. For cash management purposes the Fund can hold cash equivalents
such as commercial paper, repurchase agreements, U.S. Treasury bills and other short-term U.S.
government securities. In times of unstable market or economic conditions, the Fund can invest up to
100% of its assets in temporary defensive investments. These would ordinarily be short-term U.S.
government securities, commercial paper in the highest rating category, bank obligations of domestic
banks having assets of at least $500 million or repurchase agreements. To the extent the Fund invests
defensively in these securities, it might not achieve its investment objective.

Portfolio Turnover. The Fund's investment process may cause the Fund to engage in active and frequent trading.
Therefore, the Fund may engage in short-term trading while trying to achieve its objective. Portfolio
turnover increases brokerage costs the Fund pays (and reduces performance). Additionally, securities
trading can cause the Fund to realize capital gains that are distributed to shareholders as taxable
distributions.

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 advisor since January 1960. The Manager (including subsidiaries and
certain affiliates) managed assets of more than $130 billion as of March 31, 2002, including other Oppenheimer
funds with more than 6.3 million shareholder accounts. The Manager is located at 498 Seventh Avenue, New York,
New York 10018.

Portfolio Manager. The portfolio manager of the Fund is Edward Everett. Mr. Everett has been a portfolio manager
of the Fund since July 12, 1993 and he is the person principally responsible for the day-to-day
management of the Fund's portfolio. Mr. Everett is a Vice President of the Manager. Prior to joining
the Manager in January 1996, he was a portfolio manager of Fielding Management Company, Inc., an
investment advisor.

Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an annual
rate that declines on additional assets as the Fund grows: 0.625% of the first $50 million of average
annual net assets of the Fund, 0.50% of the next $250 million, and 0.4375% of average annual net assets
over $300 million. The Fund's advisory fee for its last fiscal year ended December 31, 2001 was 0.47%
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 for shares by electronic
funds transfers from your bank account. Shares are purchased for your account by a transfer of money
from your bank account through the Automated Clearing House (ACH) system. You can provide those
instructions automatically, under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. Please refer to "AccountLink," below for more
details.

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

How Much Must You Invest? You can buy Fund shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. 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 as an Asset Builder Plan, the $25 minimum
applies. Additional purchases may be for 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 some foreign securities
trade in markets and on exchanges that operate on weekends and U.S. holidays, the values of some of the
Fund's foreign investments may change on days when investors cannot buy or redeem Fund shares.

If, after the close of the principal market on which a security held by the Fund is traded, and before
the time the Fund's securities are priced that day, an event occurs that the Manager deems likely to
cause a material change in the value of such security, the Fund's Board of Trustees has authorized the
Manager, subject to the Board's review, to ascertain a fair value for such security.

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 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.
-------------------------------------------------------------------------------------------------------------------
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Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments up to $1 million).
The amount of that sales charge will vary depending on the amount you invest. The sales charge rates are
listed in "How Can You Buy Class A Shares?" below.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

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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. 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 CanYou Buy Class B Shares?" below.
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------

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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. If you sell your shares within 12 months of buying them, you will
normally pay a contingent deferred sales charge of 1.0%, as described in "How Can You Buy Class C
Shares?" below.
-------------------------------------------------------------------------------------------------------------------

Class M Shares. If you buy Class M shares, you pay an initial sales charge. The amount of that sales charge
depends on the amount you invest. Additionally, there is an annual asset-based sales charge.

Class N Shares. If you buy Class N shares (available only through certain retirement plans), 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 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.

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 or
Class M 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. For retirement plans that qualify to purchase Class N shares, Class N shares will generally be more
advantageous than Class B and Class C shares.

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, Class M 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 or Class M shares might not be as advantageous as Class A shares.
That is because the annual asset-based sales charge on Class C and Class M 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 non-retirement plan 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 or Class M 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, Class M and Class N shareholders. Other features may not be advisable (because of the
effect of the contingent deferred sales charge) for Class B, Class C and 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, Class M 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, Class M and Class N asset-based sales charge described below and in the Statement
of Additional Information. Share certificates are only available on Class A 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 Your Broker? A financial advisor 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 and Class M shares: to compensate the
Distributor for concessions 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 C 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 a concession. The Distributor reserves the right to
reallow the entire concession to dealers. The current sales charge rates and concessions paid to dealers and
brokers are as follows:

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

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.

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 that were permitted to purchase such shares prior to March 1, 2001
("grandfathered retirement accounts"). Retirement plans are not permitted to make initial purchases of
Class A shares subject to a contingent deferred sales charge. The Distributor pays dealers of record
concessions in an amount equal to 1.0% of purchases of $1 million or more other than by grandfathered
retirement accounts. For those grandfathered retirement accounts, the concession 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, calculated
on a calendar year basis. In either case, the concession will not be paid on purchases of shares by
exchange or that were previously subject to a front-end sales charge and dealer concession.

If you redeem any of those shares within an 18-month "holding period" measured from the beginning 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:
o (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
o (2) the original net asset value of the redeemed shares. The Class A contingent deferred sales charge
will not exceed the aggregate amount of the concessions 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.

Purchases by Certain Retirement Plans. There is no initial sales charge on purchases of Class A shares of any
one or more Oppenheimer funds by retirement plans that have $10 million or more in plan assets and that
have entered into a special agreement with the Distributor and by 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.
The Distributor currently pays dealers of record concessions in an amount equal to 0.25% of the purchase
price of Class A shares by those retirement plans. That concession will not be paid on purchases of
shares by a retirement plan made with the proceeds of the redemption of Class N shares of one or more
Oppenheimer funds held by the plan for more than 18 months.

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 six years from the beginning 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:

----------------------------------------------------------- --------------------------------------------------------
Years Since Beginning of Month in Which Purchase Order Contingent Deferred Sales Charge on Redemptions in
That Year
was Accepted (As % of Amount Subject to Charge)
----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------- --------------------------------------------------------
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 that you hold convert, any other 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 beginning 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 M SHARES? Class M shares are sold at their offering price, which is normally net asset
value plus an initial sales charge.1 In other cases, reduced sales charges may be available under the Fund's
"Right of Accumulation" or Letter of Intent, as described under Class A procedures above. 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 you purchase. A portion of the sales charge may be
retained by the Distributor or allocated to your dealer as a concession. The Distributor reserves the right to
reallow the entire concession to dealers. The Distributor does not accept purchases of Class M shares in amounts
of $1 million or more. The current sales charge rates and concession paid to dealers are as follows:

------------------------------- ---------------------------- ---------------------------- ----------------------------
Amount of Purchase Front-End Sales Charge As Front-End Sales Charge As Concession As Percentage
a Percentage of a Percentage of Net Amount
Offering Price Invested of Offering Price
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
Less than $250,000 3.25% 3.36% 3.00%
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
$250,000 or more but less 2.25% 2.30% 2.00%
than $500,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------
$500,000 or more but less 1.25% 1.27% 1.00%
than $1 million
------------------------------- ---------------------------- ---------------------------- ----------------------------

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 (which do not include IRAs and 403(b) plans) that have assets of $500,000 or more or 100 or more
eligible participants. See "Availability of Class N Shares" in the Statement of Additional Information for other
circumstances where Class N Shares are available for purchase.

A contingent deferred sales charge of 1.0% will be imposed upon the redemption of Class N shares if:

o The group retirement plan 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 IRA 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 buying, selling, 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.

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 pay 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, Class M and Class N Shares. The Fund has adopted
Distribution and Service Plans for Class B, Class C, Class M 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% on Class B
and Class C shares and an asset-based sales charge of 0.50% on Class M shares and 0.25% per year on
Class N shares. The Distributor also receives a service fee of 0.25% per year under each of the Class B,
Class C and Class N plans.

The asset-based sales charge and service fees increase Class B and Class C expenses by up to 1.0%, Class
M expenses by up to 0.75% 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, Class M 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 retains the service fees for accounts for which it renders the required personal services.

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 sales of Class B shares is therefore 4.00%
of the purchase price. The Distributor retains the Class B asset-based sales charge. The Distributor
also retains the Class M asset-based sales charge, but may use all or part of it to pay additional
compensation to dealers that sell Class M shares. See the Statement of Additional Information for
exceptions.

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 1.0% of
the purchase price. The Distributor pays the asset-based sales charge as an ongoing concession to the
dealer on Class C shares that have been outstanding for a year or more. See the Statement of Additional
Information for exceptions.

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 1.0% of
the purchase price. The Distributor retains the asset-based sales charge on Class N shares. See the
Statement of Additional Information for exceptions.

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 WEBSITE. You can obtain information about the Fund, as well as your account balance, on
the OppenheimerFunds Internet website, at WWW.OPPENHEIMERFUNDS.COM. Additionally, shareholders listed in the
------------------------
account registration (and the dealer of record) may request certain account transactions through a special
section of that web site. To perform account transactions or obtain account information online, you must first
obtain a user I.D. and password on that website. If you do not want to have Internet account transaction
capability for your account, please call the Transfer Agent at 1.800.525.7048. At times, the 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, Class B or Class M shares of the Fund, you
have up to six 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 or Class M 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 or Class N shares. You
must be sure to ask the Distributor for this privilege when you send your payment.

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If you participate in a plan
sponsored by your employer, the plan trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that individuals and employers can use:

Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE IRAs and rollover IRAs.

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

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

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

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

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

How to Sell Shares

You can sell (redeem) some or all of your shares on any regular business day. Your shares will be sold at the
next net asset value calculated after your order is received in proper form (which means that it must comply with
the procedures described below) and is accepted by the Transfer Agent. The Fund lets you sell your shares by
writing a letter, by wire, 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 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.

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

HOW DO you SELL SHARES BY MAIL? Write a letter 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 seven day
period. The check must be payable to all owners of record of the shares and must be sent to the address on
the account statement. This service is not available within 30 days of changing the address on an account.

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

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

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

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 of those 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).

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 an 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 C to the Statement of Additional
Information.

To determine whether a 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 the holding period that applies to the class, and
3. shares held the longest during the holding 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 prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least seven days before you can
exchange them. After the account is open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.

Shares of a particular class of the Fund may be exchanged only for shares of the same class in the other
Oppenheimer funds. For example, you can exchange 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. Additionally, you can exchange
Class M shares of this Fund for Class A shares of another fund. You cannot exchange shares of other Oppenheimer
funds for Class M shares of this Fund (except for shares of money market funds acquired by exchange from Class M
shares of this 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 the same day exchange.
o The interests of the Fund's long-term shareholders and its ability to manage its investments may be
adversely affected when its shares are repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When larger dollar amounts are involved, the Fund may have
difficulty implementing long-term investment strategies, because it cannot predict how much cash it will
have to invest. Market timing also may force the Fund to sell portfolio securities at disadvantageous
times to raise the cash needed to buy a market timer's Fund shares. These factors may hurt the Fund's
performance and its shareholders. When the Manager believes frequent trading would have a disruptive
effect on the Fund's ability to manage its investments, the Manager and the Fund may reject purchase
orders and exchanges into the Fund by any person, group or account that the Manager believes to be a
market timer.
o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide you
notice whenever it is required to do so by applicable law, but it may impose changes at any time for
emergency purposes.
o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited above,
only the shares eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

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

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

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

Involuntary redemptions of small accounts may be made by the Fund if the account value has fallen below $200 for
reasons other than the fact that the market value of the 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 and annual notice of the Fund's privacy policy to shareholders
having the same last name and address on the Fund's records. The consolidation of these mailings,
called householding, benefits the Fund through reduced mailing expense.

If you want to receive multiple copies of these materials, you may call the Transfer Agent at
1.800.525.7048. You may also notify the Transfer Agent in writing. Individual copies of prospectuses,
reports and privacy notices will be sent to you commencing 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
on each regular business day and to pay those dividends to shareholders quarterly in March, June, September and
December on a date selected by the Board of Trustees. Daily dividends will not be declared or paid on
newly-purchased shares until Federal Funds are available to the Fund from the purchase payment for the shares.
Dividends and other distributions paid on Class A shares will generally be higher than dividends for Class B,
Class C, Class M or Class N shares, which normally have higher expenses than Class A. The Fund cannot guarantee
that it will pay any dividends or other 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 CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your account, specify on your application how
you want to receive your dividends and distributions. You have four options:

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

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

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

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

Taxes. If your shares are not held in a tax-deferred retirement account, you should be aware of the following tax
implications of investing in the Fund. 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 Fund declares a capital gains distribution,
you will pay the full price for the shares and then receive a portion of the price back as a taxable
capital gain.

Remember, There May Be Taxes on Transactions. Because the Fund's share prices fluctuate, 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 advisor about the effect of an investment in the Fund on your particular tax
situation.

Financial Highlights

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

FINANCIAL HIGHLIGHTS

Class A Year Ended December 31, 2001 2000 1999 1998 1997
------------------------------------------------------------------------------------------------------------

Per Share Operating Data

Net asset value, beginning of period $13.85 $16.36 $14.84 $15.32 $14.27
------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .48 .72 .70 .70 .71/1/
Net realized and unrealized gain (loss) (.94) (1.45) 2.66 (.08) 1.93/1/
--------------------------------------------------------
Total income (loss) from
investment operations (.46) (.73) 3.36 .62 2.64
------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.63) (.72) (.70) (.70) (.72)
Distributions from net realized gain -- (1.06) (1.14) (.40) (.87)
--------------------------------------------------------
Total dividends and/or distributions
to shareholders (.63) (1.78) (1.84) (1.10) (1.59)
------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.76 $13.85 $16.36 $14.84 $15.32
========================================================
------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/ (3.30)% (4.81)% 23.37% 4.08% 18.77%

------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands) $187,458 $210,903 $220,671 $221,693 $192,212
------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $197,514 $225,938 $207,008 $220,423 $145,929
------------------------------------------------------------------------------------------------------------
Ratios to average net assets:/3/
Net investment income 3.58% 4.42% 4.55% 4.55% 4.58%
Expenses 0.95% 0.90% 0.95% 0.93%/4/ 0.95%/4/
Expenses, net of interest expense/5/ N/A N/A N/A 0.93%/4/ 0.95%/4/
------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 69% 127% 95% 90% 79%

1. Per share information has been determined based on average shares outstanding
for the period.
2. 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.
3. Annualized for periods of less than one full year.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.
5. During the periods shown above, the Fund's interest expense was substantially
offset by the incremental interest income generated on bonds purchased with
borrowed funds.

| OPPENHEIMER CONVERTIBLE SECURITIES FUND

Class B Year Ended December 31, 2001 2000 1999 1998 1997
-----------------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of period $13.87 $16.38 $14.87 $15.35 $14.29
-----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .38 .59 .59 .58 .59/1/
Net realized and unrealized gain (loss) (.93) (1.45) 2.65 (.08) 1.94/1/
-------------------------------------------------------
Total income (loss) from
investment operations (.55) (.86) 3.24 .50 2.53
-----------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.53) (.59) (.59) (.58) (.60)
Distributions from net realized gain -- (1.06) (1.14) (.40) (.87)
-------------------------------------------------------
Total dividends and/or distributions
to shareholders (.53) (1.65) (1.73) (.98) (1.47)
-----------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.79 $13.87 $16.38 $14.87 $15.35
=======================================================
-----------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/ (3.97)% (5.55)% 22.35% 3.30% 17.93%

-----------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands) $286,829 $373,860 $431,370 $445,544 $383,755
-----------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $330,806 $418,592 $414,611 $441,677 $296,426
-----------------------------------------------------------------------------------------------------------
Ratios to average net assets:3
Net investment income 2.75% 3.62% 3.79% 3.79% 3.80%
Expenses 1.71% 1.70% 1.71% 1.69%/4/ 1.72%/4/
Expenses, net of interest expense/5/ N/A N/A N/A 1.69%/4/ 1.72%/4/
-----------------------------------------------------------------------------------------------------------
Portfolio turnover rate 69% 127% 95% 90% 79%

| OPPENHEIMER CONVERTIBLE SECURITIES FUND

FINANCIAL HIGHLIGHTS Continued

Class C Year Ended December 31, 2001 2000 1999 1998 1997
------------------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of period $13.84 $16.35 $14.84 $15.32 $14.27
------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .38 .59 .59 .58 .59/1/
Net realized and unrealized gain (loss) (.93) (1.45) 2.65 (.08) 1.93/1/
--------------------------------------------------------
Total income (loss) from
investment operations (.55) (.86) 3.24 .50 2.52
------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Dividends from net investment income (.53) (.59) (.59) (.58) (.60)
Distributions from net realized gain -- (1.06) (1.14) (.40) (.87)
--------------------------------------------------------
Total dividends and/or distributions
to shareholders (.53) (1.65) (1.73) (.98) (1.47)
------------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.76 $13.84 $16.35 $14.84 $15.32
========================================================

------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/ (3.98)% (5.56)% 22.41% 3.32% 17.88%

------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands) $76,846 $91,567 $94,352 $108,339 $85,397
------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $85,774 $96,574 $94,329 $105,974 $62,343
------------------------------------------------------------------------------------------------------------
Ratios to average net assets:/3/
Net investment income 2.80% 3.62% 3.80% 3.81% 3.82%
Expenses 1.71% 1.70% 1.70% 1.68%/4/ 1.70%/4/
Expenses, net of interest expense/5/ N/A N/A N/A 1.68%/4/ 1.70%/4/
------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 69% 127% 95% 90% 79%

| OPPENHEIMER CONVERTIBLE SECURITIES FUND

Class M Year Ended December 31, 2001 2000 1999 1998 1997
-----------------------------------------------------------------------------------------------------------

Per Share Operating Data
Net asset value, beginning of period $13.84 $16.35 $14.84 $15.32 $14.27
-----------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .41 .64 .63 .62 .62/1/
Net realized and unrealized gain (loss) (.93) (1.45) 2.65 (.08) 1.94/1/
-------------------------------------------------------
Total income (loss) from
investment operations (.52) (.81) 3.28 .54 2.56
-----------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.56) (.64) (.63) (.62) (.64)
Distributions from net realized gain -- (1.06) (1.14) (.40) (.87)
-------------------------------------------------------
Total dividends and/or distributions
to shareholders (.56) (1.70) (1.77) (1.02) (1.51)
-----------------------------------------------------------------------------------------------------------
Net asset value, end of period $12.76 $13.84 $16.35 $14.84 $15.32
=======================================================

-----------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/ (3.72)% (5.30)% 22.74% 3.58% 18.19%

-----------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands) $144,612 $181,521 $234,023 $263,716 $297,292
-----------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $160,919 $213,617 $235,419 $288,953 $285,621
-----------------------------------------------------------------------------------------------------------
Ratios to average net assets:/3/
Net investment income 3.04% 3.90% 4.06% 4.02% 4.05%
Expenses 1.45% 1.42% 1.45% 1.43%/4/ 1.46%/4/
Expenses, net of interest expense/5/ N/A N/A N/A 1.43%/4/ 1.46%/4/
-----------------------------------------------------------------------------------------------------------
Portfolio turnover rate 69% 127% 95% 90% 79%

| OPPENHEIMER CONVERTIBLE SECURITIES FUND

FINANCIAL HIGHLIGHTS Continued

Period Ended
Class N December 31, 2001/1/
-------------------------------------------------------------------------------
Per Share Operating Data

Net asset value, beginning of period $13.68
-------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .42
Net realized and unrealized gain (loss) (.84)
--------
Total income (loss) from investment operations (.42)
-------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.50)
Distributions from net realized gain --
--------
Total dividends and/or distributions to shareholders (.50)
-------------------------------------------------------------------------------
Net asset value, end of period $12.76
========

-------------------------------------------------------------------------------
Total Return, at Net Asset Value/2/ (3.02)%

-------------------------------------------------------------------------------
Ratios/Supplemental Data

Net assets, end of period (in thousands) $ 36
-------------------------------------------------------------------------------
Average net assets (in thousands) $ 10
-------------------------------------------------------------------------------
Ratios to average net assets:/3/
Net investment income 5.45%
Expenses 1.22%
-------------------------------------------------------------------------------
Portfolio turnover rate 69%

1. For the period from March 1, 2001 (inception of offering) to December 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 CONVERTIBLE SECURITIES FUND

INFORMATION AND SERVICES

For More Information on Oppenheimer Convertible Securities 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, the notice
explaining the Fund's Privacy Policy and other information about the Fund or your account:

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

Information about the Fund including the Statement of Additional Information can be reviewed and copied at
the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 202.942.8090. Reports and other information about the Fund are
available on the EDGAR database on the SEC's Internet website at WWW.SEC.GOV. Copies may be obtained after
payment of a duplicating fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov, or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

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

The Fund's shares are distributed by:
OppenheimerFunds Distributor, Inc.

The Fund's SEC File No. 811-4576
PR0345.001.0402Printed on recycled paper.

Appendix to Prospectus of
Oppenheimer Convertible Securities Fund

Graphic material included in the Prospectus of Oppenheimer Convertible Securities Fund (the "Fund")
under the heading: "Annual Total Returns (Class M)(as of 12/31 each year)":

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

------------------------------------------------------------ ---------------------------------------------------------
Year Ended: Annual Total Return
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/92 31.19%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/93 21.24%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/94 -1.19%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/95 26.00%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/96 9.58%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/97 18.19%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/98 3.58%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/99 22.74%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/00 -5.30%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
12/31/01 -3.72%
------------------------------------------------------------ ---------------------------------------------------------

N-1A/345_(ConvertibleSecurities)/2002/345psp(b)0402

--------
1 Accounts holding Class M shares established prior to March 11, 1996, can purchase additional Class M shares
without sales charge, at the offering price equal to the net asset value per share.