Oppenheimer Quest For Value Funds

485BPOS 1 body.htm PROSPECTUSES & SAIS WITH FINANCIAL INFO Oppenheimer Quest For Value Funds

                                                     Registration No. 33-15489
                                                             File No. 811-5225

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   [
]

      Pre-Effective Amendment No. ____                                    [
]


      Post-Effective Amendment No. 52                                    [X]


                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940                                                               [
]


      Amendment No. 54                                                   [X]


                      OPPENHEIMER QUEST FOR VALUE FUNDS
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              (Exact Name of Registrant as Specified in Charter)

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

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


                             Robert G. Zack, Esq.
                            OppenheimerFunds, Inc.
498 Seventh AvenueTwo World Financial Center, 225 Liberty Street, 11th Floor,
                      New York, New York 1001810281-1008

                   (Name and Address of Agent for Service)

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


     [X] Immediately upon filing  pursuant to paragraph (b)
     [  ]On December 23, 2003_____________ pursuant to paragraph (b)
     [  ]60 days after filing pursuant to paragraph (a)(1)
     [  ]On ___________ pursuant to paragraph (a)(1)
     [  ]75 days after filing pursuant to paragraph (a)(2)
     [  ]On _______________ pursuant to paragraph (a)(2)
     of Rule 485


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

Oppenheimer Quest Opportunity Value Fund is a mutual fund that seeks growth of capital as
its goal. It invests in a diversified portfolio of stocks, bonds and cash equivalents, but
primarily focuses on stocks.
This Prospectus contains important information about the Fund's objective, and its
investment policies, strategies and risks. It also contains important information about how
to buy and sell shares of the Fund and other account features. Please read this Prospectus
carefully before you invest and keep it for future reference about your account.
Oppenheimer Quest Opportunity Value Fund is a mutual fund that seeks growth of capital as
its goal. It invests in a diversified portfolio of stocks, bonds and cash equivalents, but
primarily focuses on stocks.
This Prospectus contains important information about the Fund's objective, and its
investment policies, strategies and risks. It also contains important information about how
to buy and sell shares of the Fund and other account features. Please read this Prospectus
carefully before you invest and keep it for future reference about your account.
As with all mutual funds, the Securities and Exchange Commission has not approved or
disapproved the Fund's securities nor has it determined that this Prospectus is accurate or
complete. It is a criminal offense to represent otherwise.

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

Oppenheimer
Quest Opportunity
Value FundSM

Prospectus dated December 23, 2003

Oppenheimer Quest Opportunity Value
Fund is a mutual fund that seeks
growth of capital as its objective. It
invests in a diversified portfolio of
stocks, bonds and cash equivalents,
but primarily focuses on stocks.
This Prospectus contains
important information about the Fund's
objective, its investment policies,
strategies and risks. It also contains
important information about how to buy
and sell shares of the Fund and other
account features. Please read this
Prospectus carefully before you invest
and keep it for future reference about
your account.

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

1234

CONTENTS

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ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies
Main Risks of Investing in the Fund
The Fund's Past Performance
Fees and Expenses of the Fund
About the Fund's Investments
How the Fund is Managed

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Mail
By Telephone

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

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

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks growth of capital.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund can invest in a variety of equity and debt
securities. The Fund normally invests mainly in common stocks of U.S. issuers that the
portfolio manager believes are undervalued in the marketplace. The Fund can invest in
common stocks and other equity securities, including debt securities convertible into
common stock, without limit. Under normal market conditions, the Fund invests at least 50%
of its total assets in common stock and debt securities convertible into common stock. The
Fund's 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, who is employed by the Sub-Advisor,
OpCap Advisors, uses a "value" approach to investing. The portfolio manager searches for
securities of companies believed to be undervalued in the marketplace, in relation to
factors such as a company's assets, earnings, growth potential and cash flows. This process
and the inter-relationship of the factors used may change over time and its implementation
may vary in particular cases. Currently, the selection process includes the following
techniques:
o A "bottom up" analytical approach using fundamental research to focus on particular
issuers before considering industry trends, evaluating each issuer's characteristics,
financial results and management.
o A search for securities of companies believed to be undervalued in the marketplace
and having a high return on capital, strong management committed to shareholder
value, and positive cash flows.
Ongoing monitoring of issuers for fundamental changes in the company that might alter
the portfolio manager's initial expectations about the security and might result in
the sale of the security.

The portfolio manager allocates the Fund's investments among equity and debt
securities after assessing the relative values of these different types of investments
under prevailing market conditions. The portfolio might hold stocks, bonds and money market
instruments in different proportions at different times. While stocks and other equity
securities are normally emphasized to seek growth, the portfolio manager might buy bonds
and other fixed-income securities, instead of stocks, when he thinks that:
common stocks in general appear to be overvalued,
debt securities offer meaningful capital growth opportunities relative to common stocks,
or
it is desirable to maintain liquidity pending investment in equity securities to seek
capital growth opportunities.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking capital
appreciation over the long term. Those investors should be willing to assume the risks of
short-term share price fluctuations that are typical for a fund focusing on stock
investments. Since the Fund does not seek current income as part of its objective, and its
income level from investments will likely be small, it is not designed for investors
needing current income. Because of its focus on long-term growth, the Fund may be
appropriate for a portion of a retirement plan investment. 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 in stocks and bonds are
subject to changes in their value from a number of factors, as described below. There is
also the risk that poor security selection by the Sub-Advisor will cause the Fund to
underperform other funds having a similar objective. As an example, the portfolio
manager's "value" approach to investing could result in fewer Fund investments in stocks
that become highly valued by the marketplace during times of rapid market advances. This
could cause the Fund to underperform other funds that seek capital appreciation but that
employ a growth or non-value approach to investing.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term volatility at
times may be great. Because the Fund normally focuses its investments in equity securities,
the value of the Fund's portfolio will be affected by changes in the stock markets in which
it invests. Market risk will affect the Fund's net asset values per share, which will
fluctuate as the values of the Fund's portfolio securities change. A variety of factors can
affect the price of a particular stock and the prices of individual stocks do not all move
in the same direction uniformly or at the same time. Different stock markets may behave
differently from each other.

Other factors can affect a particular stock's price, such as poor earnings reports by
the issuer, loss of major customers, major litigation against the issuer, or changes in
government regulations affecting the issuer. The Fund invests mainly in securities of
companies with medium and large capitalizations. It can also buy securities of
small-capitalization companies, which may have more volatile stock prices than large
companies, but does not anticipate investing a significant portion of its assets in these
companies.

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

INTEREST RATE RISK. The values of debt securities are subject to change when prevailing
interest rates change. When interest rates fall, the value of outstanding debt securities
generally rise. When interest rates rise, the values of outstanding debt securities
generally fall, and those securities may sell at a discount from their face value. The
magnitude of these fluctuations will often be greater for longer-term debt securities than
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 investment in new securities at
lower yields will reduce the Fund's income.

CREDIT RISK. Debt securities are subject to credit risk. Credit risk is the risk that the
issuer of a security might not make interest and principal payments on the security as they
become due. If the issuer fails to pay interest, the Fund's income may be reduced and if
the issuer fails to repay principal, the value of that security and that of the Fund's
shares may be reduced. While the Fund's investments in U.S. government securities are
subject to little credit risk, the Fund's other investments in debt securities are subject
to risks of default. A downgrade in an issuer's credit rating or other adverse news about
an issuer can reduce a security's market value.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the risk profile
of the Fund, and can affect the value of the Fund's investments, its investment performance
and its prices per share. Particular investments and investment strategies also have risks.
These risks mean that you can lose money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you paid for them. There is no assurance
that the Fund will achieve its investment objective. In the short term, the stock markets
can be volatile, and the prices of the Fund's shares can go up and down substantially. The
Fund's income-oriented investments may help cushion the Fund's total return from changes in
stock prices, but fixed-income securities have their own risks and normally are not the
primary emphasis of the Fund. In the OppenheimerFunds spectrum, the Fund is more
conservative than aggressive growth stock funds, but has greater risk than investment-grade
bond funds.

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

The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in the Fund,
by showing changes in the Fund's performance (for its Class A shares) from year to year for
the last 10 calendar years and by showing how the average annual total returns of the
Fund's shares, both before and after taxes, compare to a broad-based market index. The
after-tax returns for the other classes of shares will vary.

The after-tax returns are shown for Class A 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. In certain cases,
the figure representing "Return After Taxes on Distributions and Sale of Fund Shares" may
be higher than the other return figures for the same period. A higher after-tax return may
result when a capital loss occurs upon redemption and translates into an assumed tax
deduction that benefits the shareholder. 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 A) (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 and taxes were included, the returns may be less than those shown.
For the period from 1/1/03 through 9/30/03, the cumulative return (not annualized) before
taxes for Class A shares was 11.84%.
During the period shown in the bar chart, the highest return (not annualized) before taxes
for a calendar quarter was 14.45% (2Qtr95) and the lowest return (not annualized) before
taxes for a calendar quarter was -12.98% (3Qtr98).

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Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended (or life of (or life of class,
December 31, 2002 class, if less) if less)

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Class A Shares (inception

1/03/89) -22.31% -0.87% 8.57%
Return Before Taxes -22.60% -2.33% 7.25%
Return After Taxes on
Distributions -13.58% -0.77% 6.93%
Return After Taxes on
Distributions and Sale of
Fund Shares

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S&P 500(R)Index (reflects no
deduction for fees, expenses
or taxes) -22.09% -0.58% 9.34%1

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Class B Shares (inception -22.19% -0.56% 8.49%

9/1/93)
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Class C Shares (inception -18.90% -0.25% 8.36%

9/1/93)
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Class N Shares (inception -18.60% -12.02% N/A

3/1/01)
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Class Y Shares (inception -17.33% 0.71% 4.09%

12/16/96)
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1 From 12/31/92

The Fund's average annual total returns include applicable sales charges: for Class A, the
current maximum initial sales charge of 5.75%; for Class B, the contingent deferred sales
charge: of 5% (1-year) and 2% (5 years); and for Class C and Class N , the 1% contingent
deferred sales charge for the 1-year period. There is no sales charge for Class Y shares.
Because Class B shares convert to Class A shares 72 months after purchase, Class B
"life-of-class" performance does not include any contingent deferred sales charge and uses
Class A performance for the period after conversion.
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 A shares is compared to the S&P 500(R)Index, an unmanaged index of
equity securities. The index performance includes reinvestment of income but does not
reflect transaction costs, fees, expenses or taxes. The Fund's investments vary from those
in the index.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and expenses you
may pay if you buy and hold shares of the Fund. The Fund pays a variety of expenses
directly for 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. The numbers below are
based on the Fund's expenses during its fiscal year ended October 31, 2003.

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Shareholder Fees (charges paClassrCctClassoN youClasseYtment): Class A Class B Shares

Shares Shares Shares Shares
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--------------------------- -----------
Maximum Sales Charge 5.75% None None None None
(Load) on purchases
(as % of offering price)
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Maximum Deferred Sales None1 5%2 1%3 1%4 None
Charge (Load) (as % of
the lower of the original
offering price or
redemption proceeds)
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Annual Fund Operating ExpenseClassdBctClassoC FunClasseNs):Class Y Class A Shares
(% of average daily net assetsShares Shares Shares Shares

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Management Fees 0.81% 0.81% 0.81% 0.81% 0.81%

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Distribution and/or Service 0.25% 1.00% 1.00% 0.50% None
(12b-1) Fees

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Other Expenses 0.31% 0.33% 0.30% 0.77% 0.46%

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Total Annual Operating 1.37% 2.14% 2.11% 2.08% 1.27%
Expenses

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Effective January 1, 2004 the management fee schedule is revised as
described below in "How the Fund is Managed - The Manager - The Manager's Fee."
"Management Fees" in the table above assumes that the revised management fee
schedule, effective January 1, 2004, was in effect for the Fund's fiscal year
ended October 31, 2003. For the Fund's fiscal year ended October 31, 2003 the
actual management fees were 0.87% for each class of shares.

Effective January 1, 2003, the Board set the Class A asset-based sales
charge to zero resulting in a 12b-1 fee of 0.25%. Prior to January 1, 2003, the
asset-based sales charge was 0.10% (as to Class A shares purchased on and after
September 1, 1993) and 0.15% (as to Class A shares purchased prior to September
1, 1993), in each case on average annual net assets representing Class A shares
of the Fund. For the Fund's fiscal year ended October 31, 2003 the actual 12b-1
fee was 0.26% for Class A shares. The Board of Trustees can set the rate of the
asset-based sales charge on Class A shares up to 0.25% of average annual net
assets.

With consideration given to the actual management fees for each class of
shares, and the actual 12b-1 fees for Class A shares, above, and the "Total
Annual Operating Expenses" were 1.44% for Class A shares, 2.20% for Class B
shares, 2.17% for Class C shares, 2.14% for Class N shares and 1.33% for Class Y
shares.

Expenses may vary in future years. "Other expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses that the Fund pays. The
Transfer Agent has voluntarily undertaken to the Fund to limit the transfer
agent fees to 0.35% of average daily net assets per fiscal year for all classes.
That undertaking may be amended or withdrawn at any time without notice to
shareholders. After the waiver, the actual "Other Expenses" and "Total Annual
Operating Expenses" as a percentage of average daily net assets were 0.36% and
1.73% for Class N shares and 0.36% and 1.23% for Class Y shares, respectively.
For the Fund's fiscal year ended October 31, 2003, the transfer agent fees did
not exceed the expense limitation described above for the other classes of
shares.

2. Applies to redemptions in first year after purchase. The contingent deferred sales charge
gradually declines from 5% to 1% in years one through six and is eliminated
after that.

3. Applies to shares redeemed within 12 months of purchase.

4. Applies to shares redeemed within 18 months of a retirement plan's first
purchase of Class N shares.

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 1 Year 3 Years 5 Years 10 Years
redeemed:
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Class A Shares $706 $984 $1,282 $2,127

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Class B Shares $717 $970 $1,349 $2,0971

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Class C Shares $314 $661 $1,134 $2,441

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Class N Shares $311 $652 $1,119 $2,410

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Class Y Shares $129 $403 $697 $1,534

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If shares are not 1 Year 3 Years 5 Years 10 Years
redeemed:
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Class A Shares $706 $984 $1,282 $2,127

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Class B Shares $217 $670 $1,149 $2,0971

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Class C Shares $214 $661 $1,134 $2,441

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Class N Shares $211 $652 $1,119 $2,410

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Class Y Shares $129 $403 $697 $1,534

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In the first example, expenses include the initial sales charge for Class A and the
applicable Class B, Class C and Class N contingent deferred sales charges. In the second
example, the Class A expenses include the sales charge, but Class B, Class C and Class N
expenses do not include contingent deferred sales charges. There is no sales charge on
Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses since Class B
shares automatically convert to Class A shares 72 months after purchase.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's portfolio among the
different types of investments will vary over time based upon the 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 has engaged the Sub-Advisor, OpCap Advisors, to select securities for the
Fund's portfolio. The Sub-Advisor tries to reduce risks by carefully researching securities
before they are purchased. The Fund attempts to reduce its exposure to market risks by
diversifying its investments, that is, by not holding a substantial amount of stock of any
one company and by not investing too great a percentage of the Fund's assets in any one
issuer. Also, the Fund does not concentrate 25% or more of its assets in investments in any
one industry.

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

Stock and Other Equity Investments. The Fund invests mainly in a diversified portfolio of
common stocks and other equity securities of domestic issuers of medium or large
size, to seek capital appreciation. Equity securities include common stocks,
preferred stocks, warrants and debt securities convertible into common stock. The
Fund can invest in securities issued by domestic or foreign companies of any size.

Although convertible securities are debt securities, in some cases convertible
securities can be considered "equity equivalents" because of the conversion feature.
Their rating must meet the Fund's credit criteria for debt securities, described
below under "Debt Securities," but the credit rating has less impact on the
investment decision than in the case of other debt securities.

Debt Securities. The Fund can also invest in debt securities, such as U.S. government
securities and mortgage-backed securities, as more fully described below, and
domestic and foreign corporate bonds, notes and debentures. The Fund will make these
investments when the portfolio manager believes they present opportunities for
seeking the Fund's objective of growth of capital, as discussed above. The Fund can
also buy short-term high-quality debt securities for liquidity pending the purchase
of new investments or to have cash to pay for redemptions of Fund shares.

The corporate debt securities the Fund buys must be "investment grade." That means
that they must either be rated at least "Baa" by Moody's Investors Service or "BBB"
by Standard & Poor's Rating Service or have comparable ratings by other
nationally-recognized rating organizations. If they are unrated corporate debt
securities, the Sub-Advisor must judge that they are comparable to rated
investment-grade securities.

o U.S. Government Securities. The Fund can invest in U.S. government securities that are
U.S. Treasury securities and securities issued or guaranteed by agencies or
federally-chartered corporate entities referred to as "instrumentalities" of the U.S.
government. They can include collateralized mortgage obligations (CMOs) and other
mortgage-related securities. U.S. Treasury securities are backed by the full faith
and credit of the U.S. government and are subject to little credit risk.

Some securities issued or guaranteed by agencies or instrumentalities of the U.S.
government have different levels of credit support from the U.S. government. Some are
supported by the full faith and credit of the U.S. government, such as government
National Mortgage Association pass-through mortgage certificates (called "Ginnie
Maes"). Some are supported by the right of the issuer to borrow from the U.S.
Treasury under certain circumstances, such as Federal National Mortgage Association
bonds ("Fannie Maes"). Others are supported only by the credit of the entity that
issued them, such as Federal Home Loan Mortgage Corporation obligations ("Freddie
Macs"). Securities issued by agencies and instrumentalities of the U.S. government
such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association and the Federal Home Loan Banks are neither guaranteed or insured by the
U.S. government, but generally are considered to have low credit risks.

o Mortgage-Related Securities. Investments in mortgage-related securities are subject
to special risks of unanticipated prepayment. The risk is that when interest rates
fall, borrowers under the mortgages that underlie a mortgage-related security the
Fund owns will prepay their mortgages more quickly than expected, causing the issuer
of the security to prepay the principal to the Fund prior to the security's expected
maturity. Securities subject to prepayment risk, including the CMOs and other
mortgage-related securities that the Fund can buy, generally offer less potential for
gains when prevailing interest rates fall, and have greater potential for loss when
interest rates rise. The impact of prepayments on the price of a security may be
difficult to predict and may increase the volatility of the price. Additionally, the
Fund may buy mortgage-related securities at a premium. Accelerated prepayments on
those securities could cause the Fund to lose a portion of its principal investment
represented by the premium the Fund paid.

If interest rates rise rapidly, prepayments may occur at slower rates than expected,
which could have the effect of lengthening the expected maturity of a short- or
medium-term security. That could cause its value to fluctuate more widely in response
to changes in interest rates. In turn, this could cause the value of the Fund's
shares to fluctuate more.

o Money Market Instruments. The Fund can also invest in "money market instruments."
These include U.S. government securities and high-quality corporate debt securities
having a remaining maturity of one year or less. They also include commercial paper,
other short-term corporate debt obligations, certificates of deposit, bankers'
acceptances and repurchase agreements. They do not generate capital growth if held to
maturity.

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 investment objective is a fundamental policy. Other investment
restrictions that are fundamental policies are listed in the Statement of Additional
Information. An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

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

Foreign Investing. While the Fund has no limits on the amounts it can invest in foreign
securities, it normally does not expect to invest a substantial portion of its assets
in foreign securities. The Fund can buy foreign securities that are listed on a
domestic or foreign stock exchange, traded in domestic or foreign over-the-counter
markets, or represented by American Depository Receipts. While the Fund can invest in
emerging markets, which have greater risks than developed markets, the Fund currently
does not intend to purchase securities issued by governments or companies in emerging
markets. The Fund will hold foreign currency only in connection with buying and
selling foreign securities.

o Risks of Foreign Investing. While foreign securities offer special investment
opportunities, there are also special risks. The change in value of a foreign
currency against the U.S. dollar will result in a change in the U.S. dollar value of
securities denominated in that foreign currency. Foreign issuers are not subject to
the same accounting and disclosure requirements 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.

"When-Issued" and "Delayed-Delivery" Transactions. The Fund can purchase securities on a
"when-issued" basis and can purchase or sell securities on a "delayed-delivery"
basis. There is a risk that the value of the security might decline prior to the
settlement date. The Fund will not commit more than 15% of its net assets under these
transactions. Between the purchase and settlement, no payment is made for the
security, and no interest accrues to the buyer from the investment. There is a risk
of loss to the Fund if the value of the when-issued security declines prior to the
settlement date.

Investing in Small, Unseasoned Companies. The Fund can invest up to 5% of its total assets
in securities of small, unseasoned companies. These are companies that have been in
continuous operation for less than three years, counting the operations of any
predecessors. These securities may have limited liquidity, which means that the Fund
could have difficulty selling them at an acceptable price when it wants to. Their
prices may be very volatile, especially in the short term.

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 has a contractual restriction
on its resale or cannot be sold publicly until it is registered under the Securities
Act of 1933. The Fund cannot 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 and
Sub-Advisor monitor holdings of illiquid securities on an ongoing basis to determine
whether to sell any holdings to maintain adequate liquidity.

Portfolio Turnover. A change in the securities held by the Fund is known as "portfolio
turnover." The Fund does not expect to engage frequently in short-term trading to try
to achieve its objective. Portfolio turnover may affect brokerage costs the Fund
pays (and may reduce performance). If the Fund realizes capital gains when it sells
its portfolio investments, it must generally pay those gains out to shareholders,
increasing their taxable distributions. The Financial Highlights table at the end of
this Prospectus shows the Fund's portfolio turnover rates during prior fiscal years.

Temporary Defensive and Interim Investments. In times of adverse or unstable market,
economic or political conditions, the Fund can invest up to 100% of its assets in
temporary investments that are inconsistent with the Fund's principal investment
strategies. Generally they would be short-term U.S. government securities and the
types of money market instruments described above. The Fund can also hold these types
of securities pending the investment of proceeds from the sale of Fund shares or
portfolio securities or to meet anticipated redemptions of Fund shares. To the extent
the Fund invests defensively in these securities, it might not achieve its investment
objective of growth of capital.

Loans of Portfolio Securities. The Fund has entered into a Securities Lending Agreement
("Securities Lending Agreement") with JP Morgan Chase. Under that agreement portfolio
securities of the Fund may be loaned to brokers, dealers and other financial
institutions. The Securities Lending Agreement provides that loans must be
adequately collateralized and may be made only in conformity with the Fund's
Securities Lending Guidelines, adopted by the Fund's Board of Trustees. The value of
the securities loaned may not exceed 25% of the value of the Fund's net assets.

How the Fund Is Managed

THE MANAGER. The Manager supervises the Fund's investment program and handles its
day-to-day business. The Manager carries out its duties, subject to the policies
established by the Board of Trustees, under an investment advisory agreement that states
the Manager's responsibilities. The agreement sets the fees paid by the Fund to the
Manager and describes the expenses that the Fund pays to conduct its business. The Manager
became the Fund's investment advisor on November 22, 1995.

The Manager has operated as an investment advisor since January 1960. The Manager
and its subsidiaries and controlled affiliates managed more than $135 billion in assets as
of September 30, 2003, including other Oppenheimer funds with more than 7 million
shareholder accounts. The Manager is located at Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, New York 10281-1008.

The Manager's Fees. Effective January 1, 2004, the Fund pays the Manager an advisory fee
at an annual rate that declines as the Fund's assets grow: 0.85% of the first $1
billion of average annual net assets of the Fund, 0.80% of the next $500 million,
0.75% of the next $500 million, 0.70% of the next $500 million, 0.65% of the next
$500 million, 0.60% of the next $500 million, 0.55% of the next $500 million and
0.50% of average annual net assets in excess of $4 billion. From June 15, 2003
through December 31, 2003 the annual advisory fee rate was: 0.91% of the first $400
million of average annual net assets of the Fund, 0.86% of the next $400 million,
0.85% of the next $200 million, 0.81% of the next 2 billion, 0.70% of the next $1
billion, 0.65% of the next $1 billion and 0.60% of average annual net assets in
excess of $5 billion. Prior to June 15, 2003, the annual advisory fee rate was: 1.00%
of the first $400 million of average annual net assets of the Fund, 0.90% of the next
$400 million, 0.85% of the next $2.2 billion, 0.75% of the next $1 billion and 0.65%
of average annual net assets in excess of $4 billion. The Fund's management fee for
its last fiscal year ended October 31, 2003 was 0.87% of average annual net assets
for each class of shares.

The Sub-Advisor. The Sub-Advisor is a Delaware limited liability company and is a
wholly-owned subsidiary of Oppenheimer Capital LLC, a registered investment advisor.
From the Fund's inception on April 30, 1980 until November 22, 1995, the Sub-Advisor
(which was then named Quest for Value Advisors) served as the Fund's investment
advisor. On November 22, 1995, the Manager retained the Sub-Advisor to continue
providing day-to-day portfolio management for the Fund. The Sub-Advisor has operated
as an investment advisor to investment companies and other investors since its
organization in 1980. As of September 30, 2003, the Sub-Advisor including Oppenheimer
Capital LLC, advised accounts having assets in excess of $20 billion. The Sub-Advisor
is located at 1345 Avenue of the Americas, 49th Floor, New York, New York 10105-4800.

The Manager, not the Fund, pays the Sub-Advisor an annual fee under the Sub-Advisory
Agreement between the Manager and the Sub-Advisor. The fee is calculated as a
percentage of the fee the Fund pays the Manager. The rate is 40% of the advisory fee
collected by the Manager based on the net assets of the Fund as of November 22, 1995,
and 30% of the fee collected by the Manager on assets in excess of that amount.

The Sub-Advisor is wholly-owned by Oppenheimer Capital LLC, which is wholly-owned by
Allianz Dresdner Asset Management U.S. Equities LLC, a subsidiary of Allianz Dresdner Asset
Management of America L.P. The general partner of Allianz Dresdner Asset Management
of America L.P. is Allianz-PacLife Partners LLP. Allianz AG has majority ownership
of, and controls, Allianz Dresdner Asset Management of America L.P. and its
subsidiaries, including Oppenheimer Capital LLC and the Sub-Advisor.

Portfolio Manager. The portfolio manager of the Fund is Francis A. LeCates, Jr. He is the
person primarily responsible for the day-to-day management of the Fund's portfolio
since April 15, 2003. Mr. LeCates is a Managing Director of the Sub-Advisor and has
been with Oppenheimer Capital, the immediate parent company of the Sub-Advisor, for
eight years as Managing Director, and had been its Director of Research.

ABOUT your account

How to Buy Shares

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

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

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

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund shares with a
minimum initial investment of $1,000 and make additional investments at any time with as
little as $50. There are reduced minimums available under the following special investment
plans:
o If you establish one of the many types of retirement plan accounts that
OppenheimerFunds offers, more fully described below under "Special Investor
Services," you can start your account with as little as $500.
o By using an Asset Builder Plan or Automatic Exchange Plan (details are in the
Statement of Additional Information), or government allotment plan, you can make
subsequent investments (after making the initial investment of $500) for as little as
$50. For any type of account established under one of these plans prior to November
1, 2002, the minimum additional investment will remain $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.

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

The net asset value per share is determined by dividing the value of the Fund's net
assets attributable to a class by the number of shares 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. A security's valuation
may differ depending on the method used for determining value.

Buying Through a Dealer. If you buy shares through a dealer, your dealer must receive the
order by the close of the 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, unless your dealer has
made alternative arrangements with the Distributor. Otherwise, the order will receive
the next offering price that is determined.

WHAT CLASSES OF SHARES DOES THE FUND OFFER? The Fund offers investors 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.

Class A Shares. If you buy Class A shares, you pay an initial sales charge (on investments
up to $1 million for regular accounts or lesser amounts for certain retirement
plans). The amount of that sales charge will vary depending on the amount you invest.
The sales charge rates are listed in "How Can You Buy Class A Shares?" below.
Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase,
but you will pay an annual asset-based sales charge. If you sell your shares within 6
years of buying them, you will normally pay a contingent deferred sales charge. That
contingent deferred sales charge varies depending on how long you own your shares, as
described in "How Can You Buy Class B Shares?" below.
Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase,
but you will pay an annual asset-based sales charge. 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 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.

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

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

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

How Long Do You Expect to Hold Your Investment? While future financial needs cannot be
predicted with certainty, knowing how long you expect to hold your investment will
assist you in selecting the appropriate class of shares. Because of the effect of
class-based expenses, your choice will also depend on how much you plan to invest.
For example, the reduced sales charges available for larger purchases of Class A
shares may, over time, offset the effect of paying an initial sales charge on your
investment, compared to the effect over time of higher class-based expenses on shares
of Class B, Class C or Class N. 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 most likely invest in Class A or
Class C shares rather than Class B shares. That is because of the effect of the Class
B contingent deferred sales charge if you redeem within six years, as well as the
effect of the Class B asset-based sales charge on the investment return for that
class in the short-term. Class C shares might be the appropriate choice (especially
for investments of less than $100,000), because there is no initial sales charge on
Class C shares, and the contingent deferred sales charge does not apply to amounts
you sell after holding them one year.

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

And for 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 $250,000 or more of Class B shares or $1 million or more of Class C shares
from a single investor.

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 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 and Class N shareholders will
be reduced by the additional expenses borne by those classes that are not borne by
Class A or Class Y shares, such as the Class B, Class C and Class N asset-based sales
charge described below and in the Statement of Additional Information. Share
certificates are only available for Class A shares. 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 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 a
special condition applies.

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 5.50% 5.82% 4.75%
but less than
$50,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$50,000 or more 4.75% 4.99% 4.00%
but less than
$100,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$100,000 or more
but less than 3.75% 3.90% 3.00%
$250,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$250,000 or more
but less than 2.50% 2.56% 2.00%
$500,000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
$500,000 or more 2.00% 2.04% 1.60%
but 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 on purchases of Class A shares of any one or more of the Oppenheimer funds
by certain retirement plans that satisfied certain requirements prior to March 1,
2001 ("grandfathered retirement accounts"). However, those Class A shares may be
subject to a Class A contingent deferred sales charge, as described below. Qualified
retirement plans (other than grandfathered retirement accounts, single 401(k) plans,
SEP IRAs and SIMPLE IRAs) are not permitted to purchase Class A shares subject to a
Class 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 grandfathered retirement accounts, the
concession is 0.75% of the first $2.5 million of purchases plus 0.25% of purchases in
excess of $2.5 million. 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 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 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 recordkeepers 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 from its own resources at the time of sale, subject to certain exceptions as
described in the Statement of Additional Information. There is no contingent deferred
sales charge upon the redemption of such shares.

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 Contingent Deferred Sales Charge on
Which Purchase Order was Accepted Redemptions in That Year
(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%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
More than 6 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 N SHARES? Class N shares are offered for sale to 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 to group 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.

Class N shares are sold at net asset value without an initial sales charge. 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.

Who Can Buy Class Y Shares? Class Y shares are sold at net asset value per share without a
sales charge directly to institutional investors that have special agreements with the
Distributor for this purpose. They may include insurance companies, registered investment
companies and employee benefit plans. Individual investors cannot buy Class Y shares
directly.

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares. The Fund has adopted a Distribution and Service Plan for
Class A shares. The Fund pays a service fee to the Distributor of 0.25% of the
average annual net assets of Class A shares. The Distributor currently uses all of
the service fee 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. The plan also provides for the Fund to pay an
asset-based sales charge to the Distributor at an annual rate of 0.25% of average
annual net assets of Class A shares of the Fund (the Board of Trustees has set that
rate at zero). Prior to January 1, 2003, the Fund paid the Distributor an annual
asset-based sales charge equal to 0.15% of average annual net assets representing
Class A shares purchased before September 1, 1993, and 0.10% of average annual net
assets representing Class A shares purchased on or after that date. The Distributor
paid the entire asset-based sales charge to brokers.

With respect to Class A shares subject to a Class A contingent deferred sales charge
purchased by grandfathered retirement accounts, the Distributor pays the 0.25%
service fee to dealers in advance for the first year after the shares are sold by the
dealer. The Distributor retains the first year's service fee paid by the Fund. After
the shares have been held by grandfathered retirement accounts for a year, the
Distributor pays the service fee to dealers on a quarterly basis.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has
adopted Distribution and Service Plans for Class B, Class C and Class N shares to pay
the Distributor for its services and costs in distributing Class B, Class C and Class
N shares and servicing accounts. Under the plans, the Fund pays the Distributor an
annual asset-based sales charge of 0.75% on Class B and Class C shares and 0.25% on
Class N shares. The Distributor also receives a service fee of 0.25% per year under
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 1.0% and increase Class N expenses by 0.50% of the net assets per year of the
respective class. Because these fees are paid out of the Fund's assets on an on-going
basis, over time these fees will increase the cost of your investment and may cost
you more than other types of sales charges.

The Distributor uses the service fees to compensate dealers for providing personal
services for accounts that hold Class B, Class C or Class N shares. The Distributor
normally 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 sale of Class B shares is therefore 4.00% of the purchase price. The
Distributor normally retains the Class B asset-based sales charge. 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. The Distributor
normally retains the asset-based sales charge on Class C shares during the first year
after the purchase of Class C 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 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.

Under certain circumstances, the Distributor will pay the full Class B, Class C or
Class N asset-based sales charge and service fee to the dealer beginning in the first
year after purchase of such shares in lieu of paying the dealer the sales concession
and the advance of the first year's service fee at the time of purchase.

Special Investor Services

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

You may purchase shares by telephone only after your account has been established. To
purchase shares in amounts up to $250,000 through a telephone representative, call the
Distributor at 1.800.225.5677. The purchase payment will be debited from your bank account.

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that enables
shareholders to perform a number of account transactions automatically using a touch-tone
phone. PhoneLink may be used on already-established Fund accounts after you obtain a
Personal Identification Number (PIN), by calling the PhoneLink number, 1.800.225.5677.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by phone, by calling
1.800.225.5677. You must have established AccountLink privileges to link your bank
account with the Fund to pay for these purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described below, you can
exchange shares automatically by phone from your Fund account to another
OppenheimerFunds account you have already established by calling the special
PhoneLink number.

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

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of
account transactions to the Transfer Agent by fax (telecopier). Please call 1.800.225.5677
for information about which transactions may be handled this way. Transaction requests
submitted by fax are subject to the same rules and restrictions as written and telephone
requests described in this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund, as well as
your account balance, on the OppenheimerFunds Internet website, at
www.oppenheimerfunds.com. Additionally, shareholders listed in the account registration
(and the dealer of record) may request certain account transactions through a special
section of that website. To perform account transactions or obtain account information
online, you must first obtain a user I.D. and password on that website. If you do not want
to have Internet account transaction capability for your account, please call the Transfer
Agent at 1.800.225.5677. At times, the website may be inaccessible or its transaction
features may be unavailable.

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

REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class B 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 shares that you purchased subject to an initial sales
charge and to Class A or Class B shares on which you paid a contingent deferred sales
charge when you redeemed them. This privilege does not apply to Class C, Class N or Class Y
shares. You must be sure to ask the Distributor for this privilege when you send your
payment.

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If you
participate in a plan sponsored by your employer, the plan trustee or administrator must
buy the shares for your plan account. The Distributor also offers a number of different
retirement plans that individuals and employers can use:
Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE IRAs
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 1.800.225.5677, for
assistance.

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

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a guarantee of
your signature by a number of financial institutions, including:
o a U.S. bank, trust company, credit union or savings association,
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 request. To find out how to set up this feature
on your account or to arrange a wire, call the Transfer Agent at 1.800.225.5677.

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

Use the following address for 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
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-sponsored qualified retirement plan account
or under a share certificate by telephone.

o To redeem shares through a service representative or automatically on PhoneLink, call
1.800.225.5677.
Whichever method you use, you may have a check sent to the address on the account
statement, or, if you have linked your Fund account to your bank account on AccountLink,
you may have the proceeds sent to that bank account.

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

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

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

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

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. 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
1.800.225.5677. That list can change from time to time.

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

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form, signed by all
owners of the account. Send it to the Transfer Agent at the address on the back
cover. Exchanges of shares held under certificates cannot be processed unless the
Transfer Agent receives the certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either by calling a
service representative or by using PhoneLink for automated exchanges by calling
1.800.225.5677. 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 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 Exchange that day, which is normally 4:00 P.M. but may be earlier
on some days.
o The interests of the Fund's shareholders and its ability to manage its investments
may be adversely affected when its shares are repeatedly bought and sold in response
to short-term market fluctuations--also known as "market timing." When large dollar
amounts are involved, the Fund may have difficulty implementing long-term investment
strategies, because it cannot predict how much cash it will have to invest. Market
timing also may force the Fund to sell portfolio securities at disadvantageous times
to raise the cash needed to buy a market timer's Fund shares. These factors may hurt
the Fund's performance and its shareholders. When the Manager believes frequent
trading would have a disruptive effect on the Fund's ability to manage its
investments, the Manager and the Fund may reject purchase orders and exchanges into
the Fund by any person, group or account that the Manager believes to be a market
timer. All accounts under common ownership or control within the Oppenheimer funds
complex may be counted together for purposes of determining market timing with
respect to any exchange involving this Fund.
o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund
may refuse any exchange order and is currently not obligated to provide notice before
rejecting an exchange order.

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.
A $12 annual fee is assessed on any account valued at less than $500. The fee is

automatically deducted from accounts annually on or about the second to last business
day of September. See the Statement of Additional Information, or existing
shareholders may visit the OppenheimerFunds website, to learn how you can avoid this
fee and for circumstances when this fee will not be assessed.

The offering of shares may be suspended during any period in which the determination of net
asset value is suspended, and the offering may be suspended by the Board of 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. The Fund will provide you notice
whenever it is required to do so by applicable law. If an account has more than one
owner, the Fund and the Transfer Agent may rely on the instructions of any one owner.
Telephone privileges apply to each owner of the account and the dealer representative
of record for the account unless the Transfer Agent receives cancellation
instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning transactions
and has adopted other procedures to confirm that telephone instructions are genuine,
by requiring callers to provide tax identification numbers and other account data or
by using PINs, and by confirming such transactions in writing. The Transfer Agent and
the Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent receives all
required documents in proper form. From time to time, the Transfer Agent in its
discretion may waive certain of the requirements for redemptions stated in this
Prospectus.
Dealers that 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 processing any type of redemption payment as described under
"How to Sell Shares" for recently purchased shares, but only until the purchase
payment has cleared. That delay may be as much as 10 days from the date the shares
were purchased. That delay may be avoided if you purchase shares by Federal Funds
wire or certified check, or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the account value has
fallen below $500 for reasons other than the fact that the market value of shares has
dropped. In some cases involuntary redemptions may be made to repay the Distributor
for losses from the cancellation of share purchase orders.

Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity
in the Fund's portfolio to meet redemptions). This means that the redemption proceeds
will be paid with liquid securities from the Fund's portfolio. If the Fund redeems
your shares in kind, you may bear transaction costs and will bear market risks until
such time as such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of birth (for a
natural person), your residential street address or principal place of business and
your Social Security Number, Employer Identification Number or other government
issued identification when you open an account. Additional information may be
required in certain circumstances or to open corporate accounts. The Fund or the
Transfer Agent may use this information to attempt to verify your identity. The Fund
may not be able to establish an account if the necessary information is not
received. The Fund may also place limits on account transactions while it is in the
process of attempting to verify your identity. Additionally, if the Fund is unable
to verify your identity after your account is established, the Fund may be required
to redeem your shares and close your account.

"Backup withholding" of federal income tax may be applied against taxable dividends,
distributions and redemption proceeds (including exchanges) if you fail to furnish
the Fund your correct, certified Social Security or Employer Identification Number
when you sign your application, or if you under-report your income to the Internal
Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will mail only one
copy of each prospectus, annual and semi-annual report and annual notice of the
Fund's privacy policy to shareholders having the same last name and address on the
Fund's records. The consolidation of these mailings, called householding, benefits
the Fund through reduced mailing expense.

If you want to receive multiple copies of these materials, you may call the Transfer
Agent at 1.800.225.5677. You may also notify the Transfer Agent in writing.
Individual copies of prospectuses, reports and privacy notices will be sent to you
commencing within 30 days after the Transfer Agent receives your request to stop
householding.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of shares from
net investment income on an annual basis and to pay them to shareholders in December on a
date selected by the Board of Trustees. Dividends and distributions paid on Class A and
Class Y shares will generally be higher than dividends on Class B, Class C and Class N
shares, which normally have higher expenses than Class A and Class Y shares. The Fund has
no fixed dividend rate and cannot guarantee that it will pay any dividends or
distributions.

Capital Gains. The Fund may realize capital gains on the sale of portfolio securities. If
it does, it may make distributions out of any net short-term or long-term capital gains in
December of each year. The Fund may make supplemental distributions of dividends and
capital gains following the end of its fiscal year. There can be no assurance that the Fund
will pay any capital gains distributions in a particular year.

WHAT 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 Distribution." If you buy shares on or just before the ex-dividend date 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
dividend or 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). The information for fiscal years 2000 through 2003 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. Another accounting firm audited the information for the fiscal years
prior to 2000.39

FINANCIAL HIGHLIGHTS
Class  A        Year Ended October 31,           2003       2002        2001        2000        1999
---------------------------------------------------------------------------------------------------------
 Per Share Operating Data
---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period          $ 26.41     $ 31.30     $ 36.04     $ 39.96     $ 36.44
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                             .14         .24         .33         .59         .22
 Net realized and unrealized gain (loss)          3.71       (4.74)      (1.19)        .34        5.46
                                            -------------------------------------------------------------
 Total from investment operations                 3.85       (4.50)       (.86)        .93        5.68
----------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income             (.26)       (.39)       (.58)       (.20)       (.31)
 Distributions from net realized gain               --          --       (3.30)      (4.65)      (1.85)
                                            -------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                  (.26)       (.39)      (3.88)      (4.85)      (2.16)
----------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $30.00      $26.41      $31.30      $36.04      $39.96
                                            =============================================================

---------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1              14.70%     (14.60)%     (2.79)%      2.82%      16.31%
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------------
 Net assets, end of period
 (in thousands)                             $1,429,157  $1,181,014  $1,285,953  $1,325,552  $1,820,497
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)          $1,292,117  $1,300,422  $1,348,895  $1,486,116  $1,894,250
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                            0.53%       0.82%       1.01%       1.42%       0.50%
 Total expenses                                   1.44% 3,4   1.52% 3,4   1.51% 3     1.53% 3     1.57% 3
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            63%         73%         42%         63%         47%
1. Assumes an 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.
4. Voluntary waiver of transfer agent fees less than 0.01%.

See accompanying Notes to Financial Statements.

19  |  OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
FINANCIAL HIGHLIGHTS Continued
Class  B        Year Ended October 31,           2003       2002        2001        2000        1999
---------------------------------------------------------------------------------------------------------
 Per Share Operating Data
---------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period          $ 25.79     $ 30.56     $ 35.25     $ 39.19     $ 35.79
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                     (.11)        .03         .15         .32        (.02)
 Net realized and unrealized gain (loss)          3.68       (4.63)      (1.20)        .39        5.41
                                              -----------------------------------------------------------
 Total from investment operations                 3.57       (4.60)      (1.05)        .71        5.39
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               --        (.17)       (.34)         --        (.14)
 Distributions from net realized gain               --          --       (3.30)      (4.65)      (1.85)
                                              -----------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                    --        (.17)      (3.64)      (4.65)      (1.99)
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $29.36      $25.79      $30.56      $35.25      $39.19
                                              ===========================================================

---------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1              13.84%     (15.16)%     (3.40)%      2.23%      15.72%
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)     $424,121    $693,380  $1,157,671  $1,393,095  $1,969,529
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)            $527,653    $981,593  $1,326,222  $1,585,561  $1,986,358
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income (loss)                    (0.19)%      0.17%       0.42%       0.82%      (0.03)%
 Total expenses                                   2.20% 3,4   2.17% 3,4   2.11% 3     2.13% 3     2.10% 3
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            63%         73%         42%         63%         47%
1. Assumes an 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.
4. Voluntary waiver of transfer agent fees less than 0.01%.

See accompanying Notes to Financial Statements.

20  |  OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

Class  C        Year Ended October 31,           2003       2002        2001        2000        1999
---------------------------------------------------------------------------------------------------------
 Per Share Operating Data
----------------------------------------------------------------------------------------------------------
 Net asset value, beginning of period          $ 25.77     $ 30.55     $ 35.24     $ 39.17     $ 35.75
----------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                     (.06)        .05         .14         .35        (.01)
 Net realized and unrealized gain (loss)          3.63       (4.65)      (1.18)        .37        5.40
                                              ------------------------------------------------------------
 Total from investment operations                 3.57       (4.60)      (1.04)        .72        5.39
----------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income             (.05)       (.18)       (.35)         --        (.12)
 Distributions from net realized gain               --          --       (3.30)      (4.65)      (1.85)
                                              ------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                  (.05)       (.18)      (3.65)      (4.65)      (1.97)
----------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $29.29      $25.77      $30.55      $35.24      $39.17
                                              ============================================================

----------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1              13.88%     (15.16)%     (3.37)%      2.26%      15.74%
----------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
----------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)     $205,336    $203,490    $257,556    $287,103    $428,182
----------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)            $198,226    $245,055    $280,327    $336,213    $448,383
----------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income (loss)                    (0.19)%      0.18%       0.41%       0.86%      (0.02)%
 Total expenses                                   2.17% 3,4   2.16% 3,4   2.11% 3     2.08% 3     2.08% 3
----------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            63%         73%         42%         63%         47%
1. Assumes an 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.
4. Voluntary waiver of transfer agent fees less than 0.01%.

See accompanying Notes to Financial Statements.

21  |  OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
FINANCIAL HIGHLIGHTS  Continued

Class  N        Year Ended October 31,                      2003        2002         2001 1
---------------------------------------------------------------------------------------------
 Per Share Operating Data
---------------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $ 26.21     $ 31.26     $ 33.48
---------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                         .09         .49         .03
 Net realized and unrealized gain (loss)                      3.65       (5.02)      (2.25)
                                                          -----------------------------------
 Total from investment operations                             3.74       (4.53)      (2.22)
---------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                         (.23)       (.52)         --
 Distributions from net realized gain                           --          --          --
                                                          -----------------------------------
 Total dividends and/or distributions to shareholders         (.23)       (.52)         --
---------------------------------------------------------------------------------------------
 Net asset value, end of period                             $29.72      $26.21      $31.26
                                                          ===================================

---------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                          14.39%     (14.78)%     (6.63)%
---------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
---------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                  $19,538     $14,843      $2,292
---------------------------------------------------------------------------------------------
 Average net assets (in thousands)                         $17,677     $10,295      $  646
---------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income                                        0.23%       0.55%       0.47%
 Total expenses                                               2.14%       1.76%       1.63%
 Expenses after expense reimbursement or fee waiver
 and reduction to custodian expenses                          1.73%        N/A 4,5     N/A 4
---------------------------------------------------------------------------------------------
 Portfolio turnover rate                                        63%         73%         42%
1. For the period from March 1, 2001 (inception of offering) to October 31,
2001.
2. Assumes an 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. Returns do not reflect the deduction of
taxes that a shareholder would pay on Fund distributions or the redemption of
Fund shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.
5. Voluntary waiver of transfer agent fees less than 0.01%.

See accompanying Notes to Financial Statements.

22  |  OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

Class  Y        Year Ended October 31,           2003       2002        2001        2000        1999
---------------------------------------------------------------------------------------------------------
 Per Share Operating Data
---------------------------------------------------------------------------------------------------------

 Net asset value, beginning of period          $ 26.53     $ 31.40     $ 36.21     $ 40.17     $ 36.64
---------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                             .20         .56         .45         .71         .35
 Net realized and unrealized gain (loss)          3.72       (4.99)      (1.21)        .39        5.48
                                              -----------------------------------------------------------
 Total from investment operations                 3.92       (4.43)       (.76)       1.10        5.83
---------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income             (.34)       (.44)       (.75)       (.41)       (.45)
 Distributions from net realized gain               --          --       (3.30)      (4.65)      (1.85)
                                              -----------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                  (.34)       (.44)      (4.05)      (5.06)      (2.30)
---------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $30.11      $26.53      $31.40      $36.21      $40.17
                                              ===========================================================

---------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1              14.97%     (14.34)%     (2.48)%      3.30%      16.74%
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
 Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)      $30,124     $24,458     $46,942     $39,945     $54,692
---------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)             $27,078     $28,726     $45,797     $43,926     $41,178
---------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                            0.74%       1.17%       1.32%       1.87%       0.98%
 Total expenses                                   1.33%       1.34%       1.17%       1.07%       1.14%
 Expenses after expense reimbursement
 or fee waiver and reduction to
 custodian expenses                               1.23%       1.23%        N/A 3       N/A 3       N/A 3
---------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            63%         73%         42%         63%         47%
1. Assumes an 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
2. Annualized for periods of less than one full year.
3. Reduction to custodian expenses less than 0.01%.


INFORMATION AND SERVICES


For More Information on Oppenheimer Quest Opportunity Value FundSM
The following additional information about the Fund is available without charge upon
request:


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

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

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

------------------------------------------------------------------------------
By Telephone:                 Call OppenheimerFunds Services toll-free:

                              1.800.CALL OPP (225.5677)

------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail:                      Write to:
                              OppenheimerFunds Services
                              P.O. Box 5270
                              Denver, Colorado 80217-5270
------------------------------------------------------------------------------
------------------------------------------------------------------------------
On the Internet:              You can send us a request by e-mail or read or
                              download documents on the OppenheimerFunds
                              website: www.oppenheimerfunds.com
                                       ------------------------
------------------------------------------------------------------------------

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

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

                                          The Fund's shares are distributed by:
The Fund's SEC File No. 811-5225

PR0236.001.1203
Printed on recycled paper                  [logo] OppenheimerFunds Distributor, Inc.


                                 Appendix to Prospectus of
                        Oppenheimer Quest Opportunity Value Fund


      Graphic material included in the Prospectus of Oppenheimer Quest Opportunity Value
Fund (the "Fund") under the heading: "Annual Total Return (Class A) (% 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 A shares of the Fund for each of the last 10
calendar years, without deducting sales charges or taxes. Set forth below are the relevant
data points that will appear in the bar chart:

Year Ended                               Annual Total Return
----------                               -------------------
12/31/93                                  8.20%
12/31/94                                  4.92%
12/31/95                                  41.98%
12/31/96                                  22.82%
12/31/97                                  20.14%
12/31/98                                  7.66%
12/31/99                                  9.27%
12/31/00                                  9.75%
12/31/01                                  -4.57%
12/31/02                                 -17.57%

Oppenheimer
Small Cap Value Fund

Prospectus dated December 23, 2003

Oppenheimer Small Cap Value Fund is a
mutual fund that seeks capital
appreciation as its objective. It
emphasizes investments in common
stocks and other equity securities of
"small-cap" companies.
This Prospectus contains
important information about the Fund's
objective, its investment policies,
strategies and risks. It also contains
important information about how to buy
and sell shares of the Fund and other
account features. Please read this
Prospectus carefully before you invest
and keep it for future reference about
your account.

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

1234

CONTENTS

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

ABOUT THE FUND

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Mail
By Telephone

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

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

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

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund's objective is to seek
capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks
of U.S. issuers that have market capitalizations under $2.5 billion. These
are described as "small-cap" companies. Under normal market conditions it
will invest at least 80% of its net assets (plus the amount of any borrowings
for investment purposes) in equity securities of "small-cap" domestic and
foreign issuers. The Fund emphasizes equity securities of companies that the
portfolio managers believe are undervalued in the marketplace. These
investments are more fully explained in "About the Fund's Investments" below.

HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL? In
selecting securities for purchase or sale by the Fund, the portfolio managers
use a "value" approach to investing. The portfolio managers search for
securities of companies believed to be undervalued in the marketplace, in
relation to factors such as a company's book value, sales, earnings, growth
potential and cash flows. The portfolio managers select securities one at a
time. This is called a "bottom up" approach, and the portfolio managers use
fundamental company analysis to focus on particular companies before
considering industry trends. The portfolio managers consider the following
factors in assessing a company's prospects:
o Favorable supply/demand conditions for key products
o Development of new products or businesses
o Quality of management
o Competitive position in the marketplace
o Allocation of capital

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking
capital appreciation in their investment over the long term. Those investors
should be willing to assume the greater risk of short-term share price
fluctuations that are typical for funds emphasizing small-cap stock
investments. Since the Fund does not seek current income and its income from
investments will likely be small, it is not designed for investors needing
investment income or preservation of capital. Because of its focus on
long-term growth, the Fund may be appropriate for a portion of a retirement
plan investment. 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 in
stocks are subject to changes in their value from a number of factors
described below. There is also the risk that poor security selection by the
Fund's investment Manager, OppenheimerFunds, Inc., will cause the Fund to
underperform other funds having a similar objective. As an example, the
portfolio managers' "value" approach to investing could result in fewer Fund
investments in stocks that become highly valued by the marketplace during
times of rapid market advances. This could cause the Fund to underperform
other funds that seek capital appreciation but that employ a growth or
non-value approach to investing.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund invests primarily in
equity securities of small-cap companies, the value of the Fund's portfolio
will be affected by changes in the stock markets and the special economic and
other factors that might primarily affect the prices of small-cap stocks in
the markets in which it invests. Market risk will affect the Fund's net asset
values per share, which will fluctuate as the values of the Fund's portfolio
securities change. A variety of factors can affect the price of a particular
stock and the prices of individual stocks do not all move in the same
direction uniformly or at the same time. Different stock markets may behave
differently from each other. Because the Fund can buy both foreign stocks and
stocks of U.S. issuers, it will be affected by changes in domestic and
foreign stock markets.

Special Risks of Small-Cap Stocks. The Fund emphasizes its investments in
securities of companies having a market capitalization under $2.5
billion. While these companies might be established businesses,
generally they tend to be newer companies. Small-cap companies may have
limited product lines or markets for their products, limited access to
financial resources and less depth in management skill than larger,
more established companies. Additionally, smaller capitalization
companies may be more reliant on the efforts of particular members of
their management team, and management changes may pose a risk to the
success of the business.

Small-cap stocks may be less liquid than those of larger issuers. That
means the Fund could have greater difficulty selling a security of a
small-cap issuer at an acceptable price, especially in periods of
market volatility. That factor increases the potential for losses to
the Fund. Also, it may take a substantial period of time before the
Fund realizes a gain on an investment in a small-cap company, if it
realizes any gain at all.

Industry Focus. At times, the Fund may increase the relative emphasis of its
investments in a particular industry. Stocks of issuers in a particular
industry may be affected by changes in economic conditions, government
regulations, availability of basic resources or supplies, or other
events that affect that industry more than others. To the extent that
the Fund is emphasizing investments in a particular industry, its share
values may fluctuate in response to events affecting that industry. To
some extent that risk may be limited by the Fund's policy of not
concentrating its assets in investments in any one industry.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its price per share. Particular
investment 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 Fund's
investments in small-cap stocks can be volatile, especially in the short
term. The price of the Fund's shares can go up and down substantially. The
Fund generally does not use income-oriented investments to help cushion the
Fund's total return from changes in stock prices, except for defensive or
liquidity purposes. In the OppenheimerFunds spectrum, the Fund is likely to
experience greater price fluctuations than funds that emphasize large-cap
stocks or investment-grade bonds. It is designed for investors willing to
assume greater risks in the hope of achieving long-term capital appreciation.

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

The Fund's Past Performance

The bar chart and table below show one measure of the risks of
investing in the Fund, by showing changes in the Fund's performance (for its
Class A shares) from year to year for the last 10 calendar years and by
showing how the average annual total returns of the Fund's shares, both
before and after taxes, compare to a broad-based market index. The after-tax
returns for the other classes of shares will vary.

The after-tax returns are shown for Class A 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. In certain cases, the figure representing "Return
After Taxes on Distributions and Sale of Fund Shares" may be higher than the
other return figures for the same period. A higher after-tax return may
result when a capital loss occurs upon redemption and translates into an
assumed tax deduction that benefits the shareholder. 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 A) (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 and taxes were included, the returns may
be less than those shown.

For the period from 1/1/03 through 9/30/03, the cumulative return (not
annualized) before taxes for Class A shares was 25.26%.
During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 17.22% (2Qtr99) and the lowest return
(not annualized) before taxes for a calendar quarter was -17.88% (3Qtr98).

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

Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended (or life of (or life of class,
December 31, 2002 class, if less) if less)

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Class A Shares (inception

1/3/89) -15.66% -0.47% 6.74%
Return Before Taxes -15.66% -0.94% 5.16%
Return After Taxes on
Distributions -9.54% -0.52% 4.86%
Return After Taxes on
Distributions and Sale of
Fund Shares

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

Russell 2000(R)Index (reflects
no deduction for fees,
expenses or taxes) -20.48% -1.36% 7.15%1

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

Class B Shares (inception -15.52% -0.21% 6.24%

9/1/93)
-------------------------------------------------------------------------------------

Class C Shares (inception -11.98% 0.17% 6.02%

9/1/93)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Class N Shares (inception -11.60% -0.48% N/A

3/1/01)
-------------------------------------------------------------------------------------

1 From 12/31/92

The Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 5.75%; for Class B, the
contingent deferred sales charges of 5% (1-year) and 2% (5 years); and for
Class C and Class N , the 1% contingent deferred sales charge for the 1-year
period. Because Class B shares convert to Class A shares 72 months after
purchase, Class B "life-of-class" performance does not include any contingent
deferred sales charge and uses Class A performance for the period after
conversion.
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 A shares is compared
to the Russell 2000(R)Index, an unmanaged index of equity securities. The
index performance includes reinvestment of income but does not reflect
transaction costs, fees, expenses or taxes. The Fund's investments vary from
those in the index.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for 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. The numbers below are based
on the Fund's expenses during its fiscal year ended October 31, 2003.

--------------------------------------------------------------------------
Class B Class C Class N Class A Shares

Shareholder Fees (charges paiSharesctlySharesyourSharestment):

--------------------------------------------------------------------------
--------------------------- ----------
Maximum Sales Charge 5.75% None None None
(Load) on purchases
(as % of offering price)
-------------------------------------------------------------------
-------------------------------------------------------------------
Maximum Deferred Sales None1 5%2 1%3 1%4
Charge (Load) (as % of
the lower of the original
offering price or
redemption proceeds)
-------------------------------------------------------------------
-------------------------------------------------------------------

Redemption Fee (as a
percentage of total 2.00% 2.00% 2.00% 2.00%
redemption proceeds)5

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

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

---------------------------------------------------------------------
Class A Class B Class C Class N
Shares Shares Shares Shares
---------------------------------------------------------------------
---------------------------------------------------------------------

Management Fees 0.80% 0.80% 0.80% 0.80%

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

Distribution and/or Service 0.25% 1.00% 1.00% 0.50%
(12b-1) Fees

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

Other Expenses 0.49% 0.58% 0.56% 0.67%

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

Total Annual Operating 1.54% 2.38% 2.36% 1.97%
Expenses

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

Effective January 1, 2004 the management fee schedule is revised as described
below in "How the Fund is Managed - The Manager - The Manager's Fee."
"Management Fees" in the table above assumes that the revised management fee
schedule, effective January 1, 2004, was in effect for the Fund's fiscal year
ended October 31, 2003. For the Fund's fiscal year ended October 31, 2003 the
actual management fees were 0.84% for each class of shares.

Effective January 1, 2003, the Board set the Class A asset-based sales charge
to zero resulting in a 12b-1 fee of 0.25%. Prior to January 1, 2003, the
asset-based sales charge was 0.10% (as to Class A shares purchased on and
after September 1, 1993) and 0.15% (as to Class A shares purchased prior to
September 1, 1993), in each case on average annual net assets representing
Class A shares of the Fund. For the Fund's fiscal year ended October 31, 2003
the actual 12b-1 fee was 0.26% for Class A shares. The Board of Trustees can
set the rate of the asset-based sales charge on Class A shares up to 0.25% of
average annual net assets.

Expenses may vary in future years. "Other expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses that the Fund pays.
The Transfer Agent has voluntarily undertaken to the Fund to limit the
transfer agent fees to 0.35% of average daily net assets per fiscal year for
all classes. That undertaking may be amended or withdrawn at any time without
notice to shareholders. After the waiver, the actual "Other Expenses" and
"Total Annual Operating Expenses" as percentages of average daily net assets
were 0.46% and 1.56% for Class A shares, 0.45% and 2.29% for Class B shares,
0.46% and 2.30% for Class C shares and 0.46% and 1.80% for Class N shares.

1. A contingent deferred sales charge may apply to redemptions of
investments of $1 million or more ($500,000 for certain 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 gradually declines from 5% to 1% in years one
through six and is eliminated after that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares redeemed within 18 months of a retirement plan's
first purchase of Class N shares.
5. The redemption fee applies to the proceeds of Fund shares that are
redeemed (either by selling or exchanging to another Oppenheimer fund)
within 30 days of their purchase. See "How to Sell Shares" for more
information on when the redemption fee will apply.

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:

--------------------------------------------------------------------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Class A Shares $723 $1,033 $1,366 $2,304

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

Class B Shares $741 $1,042 $1,470 $2,3161

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

Class C Shares $339 $736 $1,260 $2,696

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

Class N Shares $300 $618 $1,062 $2,296

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

Class A Shares $723 $1,033 $1,366 $2,304

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

Class B Shares $241 $742 $1,270 $2,3161

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

Class C Shares $239 $736 $1,260 $2,696

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

Class N Shares $200 $618 $1,062 $2,296

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

In the first example, expenses include the initial sales charge for Class A
and the applicable Class B, Class C and Class N contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include 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 shares 72 months after
purchase.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's
portfolio among different investments will vary over time based upon the
evaluation of economic and market trends by the Manager. The Fund's portfolio
might not always include all of the different types of investments described
in this Prospectus. 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 by reducing the Fund's exposure to market risks
by diversifying its investments. That means the Fund does not hold a
substantial percentage of the stock of any one company and does not invest
too great a percentage of its assets in any one issuer. 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 price of the Fund will
change daily based on changes in market prices of securities and market
conditions, and in response to other economic events.

SMALL-CAP STOCK INVESTMENTS. The Fund emphasizes investments in equity
securities, primarily common stocks. The portfolio managers look for stocks
of small-cap companies that they believe have been undervalued by the market.
These companies may have a low ratio of their stock price to earnings, for
example. The portfolio managers also look at the issuers' cash flows and
earnings, to measure potential for capital growth. After looking at the
individual issuers in the small-cap universe that meet these criteria, the
portfolio managers may also look at broader industry and economic trends that
could affect the growth potential of particular small-cap stocks. Current
examples of sectors offering value investing opportunities among small-cap
issuers include technology, capital goods and cyclical sectors. However,
these opportunities and industries may change over time.

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

Other Equity Securities. While the Fund emphasizes investments in common
stocks, it can also buy preferred stocks and securities convertible
into common stock. Although they are debt securities, the Manager
considers some convertible securities to be "equity equivalents"
because of the conversion feature, and their credit rating has less
impact on the investment decision than in the case of other debt
securities. Nevertheless, convertible securities are subject to both
"credit risk" (the risk that the issuer will not pay interest or repay
principal in a timely manner) and "interest rate risk" (the risk that
the prices of the securities will fluctuate inversely to changes in
prevailing interest rates). To the extent that the Fund buys
convertible securities (or other debt securities) it will focus
primarily on investment-grade securities, which pose less credit risk
than lower-grade debt securities.

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 are those that cannot be changed
without the approval of a majority of the Fund's outstanding voting shares.
The Fund's investment objective is a fundamental policy. Other investment
restrictions that are fundamental policies are listed in the Statement of
Additional Information. An investment policy is not fundamental unless this
Prospectus or the Statement of Additional Information says that it is.

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

Foreign Investing. The Fund can buy foreign securities that are listed on a
domestic or foreign stock exchange, traded in domestic or foreign
over-the-counter markets, or represented by American Depository
Receipts. The Fund can invest in emerging markets, which have greater
risks than developed markets, making these investments more volatile
than other foreign investments. These securities are more fully
described in the Statement of Additional Information. The Fund will
hold foreign currency only in connection with buying and selling
foreign securities.

Risks of Foreign Investing. While the Fund has no limits on the percentage
of its assets it can invest in foreign securities, normally it does not
expect to invest substantial amounts of its assets in foreign
securities and generally limits investments in emerging markets to not
more than 5% of its total assets. While foreign securities may offer
special investment opportunities, there are also special risks.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated
in that foreign currency. Foreign issuers are not subject to the same
accounting and disclosure requirements 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. These risks could cause the
prices of foreign stocks to fall and could therefore depress the Fund's
share prices.

Debt Securities. The Fund can also invest in debt securities, such as U.S.
government securities and corporate bonds and debentures. The Fund
typically does not hold significant amounts of debt securities in
seeking its objective of capital appreciation. The Fund might buy
short-term debt securities for liquidity purposes pending the purchase
of new investments or to have cash to pay for redemptions of Fund
shares. The Fund can invest up to 5% of its total assets in
"lower-grade" debt securities. These debt securities (commonly known
as "junk bonds") are rated below investment grade. That means that they
are rated lower than "Baa" by Moody's Investors Service or "BBB" by
Standard & Poor's Rating Service or have comparable ratings by other
nationally-recognized rating organizations or are unrated securities
assigned an equivalent rating by the Manager.

o U.S. Government Securities. The Fund's investments in U.S. government
securities can include U.S. Treasury securities and securities issued
or guaranteed by agencies or instrumentalities of the U.S. government.
U.S. Treasury securities are backed by the full faith and credit of the
U.S. government and are subject to little credit risk. Securities of
U.S. government agencies and instrumentalities such as the Federal Home
Loan Mortgage Corporation, the Federal National Mortgage Association
and the Federal Home Loan Banks are neither guaranteed or insured by
the U.S. government, but generally are considered to have low credit
risks.

Money Market Instruments. The Fund can also invest in "money market
instruments." These include U.S. government securities and high-quality
corporate debt securities having a remaining maturity of one year or
less. They include commercial paper, other short-term corporate debt
obligations, certificates of deposit, bankers' acceptances and
repurchase agreements. They would be used primarily for liquidity
purposes and do not generate capital growth if held to maturity.

Investing in Small, Unseasoned Companies. The Fund can invest up to 5% of its
total assets in securities of small, unseasoned companies. These are
companies that have been in continuous operation for less than three
years, counting the operations of any predecessors. These securities
may have limited liquidity, so that the Fund could have difficulty
selling them at an acceptable price when it wants to. The values of
these securities may be very volatile, especially in the short term.

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 has a contractual restriction on its resale or cannot be sold
publicly until it is registered under the Securities Act of 1933. The
Fund cannot 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 use certain hedging instruments such as options,
futures and forward contracts to try to hedge investment risks. The
Fund does not use hedging instruments for speculative purposes and is
not required to hedge in seeking its objective. The Fund has limits on
its use of hedging instruments and currently does not use them to a
significant degree.

There are special risks in certain hedging strategies. The underlying
security or investment on which the hedging instrument is based, and
the hedging instrument itself, may not perform the way the Manager
expected it to perform. If that happens, the Fund's hedge could be
unsuccessful and the Fund's share price could decline. Hedging can
cause the Fund to lose money on its investments and/or increase the
volatility of its share prices.

Portfolio Turnover. A change in the securities held by the Fund is known as
"portfolio turnover." The Fund may engage in active and frequent
short-term trading to try to achieve its objective, with a resulting
high rate of portfolio turnover. Portfolio turnover increases
brokerage costs the Fund pays (and may reduce performance). If the
Fund realizes capital gains when it sells its portfolio investments, it
must generally pay those gains out to shareholders, increasing their
taxable distributions. The Financial Highlights table at the end of
this prospectus shows the Fund's portfolio turnover rates during prior
fiscal years.

Temporary Defensive and Interim Investments. In times of adverse or unstable
market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with
the Fund's principal investment strategy. Generally they would be
short-term U.S. government securities and the types of money market
instruments described above. To the extent the Fund invests defensively
in these securities, it might not achieve its investment objective of
capital appreciation.

How the Fund Is Managed

THE MANAGER. The Manager supervises the Fund's investment program and handles
its day-to-day business. The Manager carries out its duties, subject to the
policies established by the Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the
fees paid by the Fund to the Manager and describes the expenses that the Fund
pays to conduct its business. The Manager became the Fund's investment
advisor on November 22, 1995.

The Manager has operated as an investment advisor since January 1960.
The Manager and its subsidiaries and controlled affiliates managed more than
$135 billion in assets as of September 30, 2003, including other Oppenheimer
funds with more than 7 million shareholder accounts. The Manager is located
at Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New
York 10281-1008.

Portfolio Managers. The Fund's portfolio managers are Christopher Leavy and
John Damian. They are the persons primarily responsible for the
day-to-day management of the Fund's portfolio. Mr. Leavy is a Senior
Vice President of the Manager and an officer and portfolio manager of
other Oppenheimer funds. Mr. Damian is a Vice President of the
Manager. Mr. Leavy became the Fund's co-portfolio manager on March 1,
2001 and Mr. Damian became the Fund's co-portfolio manager on October
10, 2002.

Prior to joining the Manager in September 2000, Mr. Leavy was a
portfolio manager of Morgan Stanley Dean Witter Investment (from 1997
to September 2000) and a portfolio manager and equity analyst of
Crestar Asset Management (from 1995 to 1997). Before joining the
Manager in September 2001, Mr. Damian was an equity analyst at
Citigroup Asset Management (from 1999 to September 2001) and an equity
analyst at Pzena Investment Management (from 1997 to 1999).

Advisory Fees. Effective January 1, 2004, the Fund pays the Manager an
advisory fee at an annual rate that declines on additional assets as
the Fund grows: 0.80% of the first $400 million of average annual net
assets of the Fund, 0.75% of the next $400 million and 0.60% of average
annual net assets in excess of $800 million. Prior to January 1, 2004
the annual advisory fee was: 0.85% of the first $400 million of average
annual net assets of the Fund, 0.75% of the next $400 million and 0.60%
of average annual net assets in excess of $800 million. The Fund's
management fee for its last fiscal year ended October 31, 2003 was
0.84% of average annual net assets for each class of shares.

ABOUT your account

How to Buy Shares

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

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

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

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
o If you establish one of the many types of retirement plan accounts that
OppenheimerFunds offers, more fully described below under "Special
Investor Services," you can start your account with as little as $500.
o By using an Asset Builder Plan or Automatic Exchange Plan (details are
in the Statement of Additional Information), or government allotment
plan, you can make subsequent investments (after making the initial
investment of $500) for as little as $50. For any type of account
established under one of these plans prior to November 1, 2002, the
minimum additional investment will remain $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.

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

The net asset value per share is determined by dividing the value of
the Fund's net assets attributable to a class by the number of shares
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. A security's valuation may
differ depending on the method used for determining value.

The Offering Price. To receive the offering price for a particular day, the
Distributor or its designated agent must receive your order by the time
the 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 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, unless your dealer has made alternative
arrangements with the Distributor. Otherwise, the order will receive
the next offering price that is determined.

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

Class A Shares. If you buy Class A shares, you pay an initial sales charge
(on investments up to $1 million for regular accounts or lesser amounts
for certain retirement plans). The amount of that sales charge will
vary depending on the amount you invest. The sales charge rates are
listed in "How Can You Buy Class A Shares?" below.
Class B Shares. If you buy Class B shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within 6 years of buying them, you will
normally pay a contingent deferred sales charge. That contingent
deferred sales charge varies depending on how long you own your shares,
as described in "How Can You Buy Class B Shares?" below.
Class C Shares. If you buy Class C shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
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 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 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 most likely invest in Class A or Class C shares
rather than Class B shares. That is because of the effect of the Class
B contingent deferred sales charge if you redeem within six years, as
well as the effect of the Class B asset-based sales charge on the
investment return for that class in the short-term. Class C shares
might be the appropriate choice (especially for investments of less
than $100,000), because there is no initial sales charge on Class C
shares, and the contingent deferred sales charge does not apply to
amounts you sell after holding them one year.

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

And for 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 $250,000 or
more of Class B shares or $1 million or more of Class C shares from a
single investor.

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 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 and Class N
shareholders will be reduced by the additional expenses borne by those
classes that are not borne by Class A shares, such as the Class B,
Class C and Class N asset-based sales charge described below and in the
Statement of Additional Information. Share certificates are only
available for Class A shares. 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 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 a special condition applies.

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:

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 on purchases of Class A shares of
any one or more of the Oppenheimer funds by certain retirement plans
that satisfied certain requirements prior to March 1, 2001
("grandfathered retirement accounts"). However, those Class A shares
may be subject to a Class A contingent deferred sales charge, as
described below. Qualified retirement plans (other than grandfathered
retirement accounts, single 401(k) plans, SEP IRAs and SIMPLE IRAs) are
not permitted to purchase Class A shares subject to a Class 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
grandfathered retirement accounts, the concession is 0.75% of the first
$2.5 million of purchases plus 0.25% of purchases in excess of $2.5
million. 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 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 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 recordkeepers 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 from its own resources at
the time of sale, subject to certain exceptions as described in the
Statement of Additional Information. There is no contingent deferred
sales charge upon the redemption of such shares.

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:

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 N SHARES? Class N shares are offered for sale to
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 to group
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.

Class N shares are sold at net asset value without an initial sales
charge. 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 Distribution and
Service Plan for Class A shares. The Fund pays a service fee to the
Distributor of 0.25% of the average annual net assets of Class A
shares. The Distributor currently uses all of the service fee 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. The plan also provides for the Fund
to pay an asset-based sales charge to the Distributor at an annual rate
of 0.25% of average annual net assets of Class A shares of the Fund
(the Board of Trustees has set that rate at zero). Prior to January 1,
2003, the Fund paid the Distributor an annual asset-based sales charge
equal to 0.15% of average annual net assets representing Class A shares
purchased before September 1, 1993, and 0.10% of average annual net
assets representing Class A shares purchased on or after that date. The
Distributor paid the entire asset-based sales charge to brokers.

With respect to Class A shares subject to a Class A contingent deferred
sales charge purchased by grandfathered retirement accounts, the
Distributor pays the 0.25% service fee to dealers in advance for the
first year after the shares are sold by the dealer. The Distributor
retains first year's service fee paid by the Fund. After the shares
have been held by grandfathered retirement accounts for a year, the
Distributor pays the service fee to dealers on a quarterly basis.

Distribution and Service Plans for Class B, Class C and Class N Shares. The
Fund has adopted Distribution and Service Plans for Class B, Class C
and Class N shares to pay the Distributor for its services and costs in
distributing Class B, Class C and Class N shares and servicing
accounts. Under the plans, the Fund pays the Distributor an annual
asset-based sales charge of 0.75% on Class B and Class C shares and
0.25% on Class N shares. The Distributor also receives a service fee of
0.25% per year under 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 1.0% and increase Class N expenses by 0.50% of the
net assets per year of the respective class. Because these fees are
paid out of the Fund's assets on an on-going basis, over time these
fees will increase the cost of your investment and may cost you more
than other types of sales charges.

The Distributor uses the service fees to compensate dealers for
providing personal services for accounts that hold Class B, Class C or
Class N shares. The Distributor normally 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 sale of
Class B shares is therefore 4.00% of the purchase price. The
Distributor normally retains the Class B asset-based sales charge. 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.
The Distributor normally retains the asset-based sales charge on Class
C shares during the first year after the purchase of Class C 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 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.

Under certain circumstances, the Distributor will pay the full Class B,
Class C or Class N asset-based sales charge and service fee to the
dealer beginning in the first year after purchase of such shares in
lieu of paying the dealer the sales concession and the advance of the
first year's service fee at the time of purchase.

Special Investor Services

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

You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1.800.225.5677. The purchase payment
will be debited from your bank account.

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the PhoneLink number, 1.800.225.5677.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by
phone, by calling 1.800.225.5677. You must have established AccountLink
privileges to link your bank account with the Fund to pay for these
purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described
below, you can exchange shares automatically by phone from your Fund
account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number.

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

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain
types of account transactions to the Transfer Agent by fax (telecopier).
Please call 1.800.225.5677 for information about which transactions may be
handled this way. Transaction requests submitted by fax are subject to the
same rules and restrictions as written and telephone requests described in
this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund,
as well as your account balance, on the OppenheimerFunds Internet website, at
www.oppenheimerfunds.com. Additionally, shareholders listed in the account
------------------------
registration (and the dealer of record) may request certain account
transactions through a special section of that website. To perform account
transactions or obtain account information online, you must first obtain a
user I.D. and password on that website. If you do not want to have Internet
account transaction capability for your account, please call the Transfer
Agent at 1.800.225.5677. At times, the website may be inaccessible or its
transaction features may be unavailable.

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

REINVESTMENT PRIVILEGE. If you redeem some or all of your Class A or Class B
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 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 1.800.225.5677, for assistance.

Redemption Fee. Effective March 15, 2004, the Fund assesses a 2% fee on the
proceeds of Fund shares that are redeemed (either by selling or
exchanging to another Oppenheimer fund) within 30 days of their
purchase. The redemption fee is paid to the Fund, and is intended to
offset the trading costs, market impact and other costs associated with
short-term money movements in and out of the Fund. The redemption fee
is imposed to the extent that Fund shares redeemed exceed Fund shares
that have been held more than 30 days. For shares of the Fund acquired
by exchange, the holding period prior to the exchange is not considered
in determining whether to apply the redemption fee.

The redemption fee is not imposed on shares:
o held in certain omnibus accounts, including retirement plans qualified
under Sections 401(a) or 401(k) of the Internal Revenue Code, Section
403(b)(7) custodial plan accounts, or plans administered as college
savings programs under Section 529 of the Internal Revenue Code,
o redeemed under automatic withdrawal plans or pursuant to automatic
re-balancing in OppenheimerFunds Portfolio Builder accounts,
o redeemed due to death or disability of the shareholder, or
o redeemed from accounts for which the dealer, broker or financial
institution of record has entered into an agreement with the
Distributor for this purpose.

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 request. To find out how to set up this feature on
your account or to arrange a wire, call the Transfer Agent at
1.800.225.5677.

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

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 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-sponsored qualified retirement plan
account or under a share certificate by telephone.

o To redeem shares through a service representative or automatically on
PhoneLink, call 1.800.225.5677.
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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

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

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

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

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. 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 1.800.225.5677. That list can change from time to
time.

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

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form,
signed by all owners of the account. Send it to the Transfer Agent at
the address on the back cover. Exchanges of shares held under
certificates cannot be processed unless the Transfer Agent receives the
certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either
by calling a service representative or by using PhoneLink for automated
exchanges by calling 1.800.225.5677. 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 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
Exchange that day, which is normally 4:00 P.M. but may be earlier on
some days.
o The interests of the Fund's shareholders and its ability to manage its
investments may be adversely affected when its shares are repeatedly
bought and sold in response to short-term market fluctuations--also
known as "market timing." When large dollar amounts are involved, the
Fund may have difficulty implementing long-term investment strategies,
because it cannot predict how much cash it will have to invest. Market
timing also may force the Fund to sell portfolio securities at
disadvantageous times to raise the cash needed to buy a market timer's
Fund shares. These factors may hurt the Fund's performance and its
shareholders. When the Manager believes frequent trading would have a
disruptive effect on the Fund's ability to manage its investments, the
Manager and the Fund may reject purchase orders and exchanges into the
Fund by any person, group or account that the Manager believes to be a
market timer. All accounts under common ownership or control within the
Oppenheimer funds complex may be counted together for purposes of
determining market timing with respect to any exchange involving this
Fund.
o The Fund may amend, suspend or terminate the exchange privilege at any
time. The Fund may refuse any exchange order and is currently not
obligated to provide notice before rejecting an exchange order.

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.

o Effective March 15, 2004, the Fund assesses a 2% fee on the proceeds of
Fund shares that are redeemed (either by selling or exchanging to
another Oppenheimer fund) within 30 days of their purchase. Further
details are set forth under "How to Sell Shares - Redemption Fee" on
page 24.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
A $12 annual fee is assessed on any account valued at less than $500. The fee

is automatically deducted from accounts annually on or about the second
to last business day of September. See the Statement of Additional
Information, or existing shareholders may visit the OppenheimerFunds
website, to learn how you can avoid this fee and for circumstances when
this fee will not be assessed.

The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be
suspended by the Board of 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. The Fund
will provide you notice whenever it is required to do so by applicable
law. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone
privileges apply to each owner of the account and the dealer
representative of record for the account unless the Transfer Agent
receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the
Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements
for redemptions stated in this Prospectus.
Dealers that 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 processing any type of redemption payment as
described under "How to Sell Shares" for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by Federal Funds wire or certified
check, or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped. In some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.

Shares may be "redeemed in kind" under unusual circumstances (such as a lack
of liquidity in the Fund's portfolio to meet redemptions). This means
that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio. If the Fund redeems your shares in kind, you may
bear transaction costs and will bear market risks until such time as
such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of
birth (for a natural person), your residential street address or
principal place of business and your Social Security Number, Employer
Identification Number or other government issued identification when
you open an account. Additional information may be required in certain
circumstances or to open corporate accounts. The Fund or the Transfer
Agent may use this information to attempt to verify your identity. The
Fund may not be able to establish an account if the necessary
information is not received. The Fund may also place limits on account
transactions while it is in the process of attempting to verify your
identity. Additionally, if the Fund is unable to verify your identity
after your account is established, the Fund may be required to redeem
your shares and close your account.

"Backup withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds (including exchanges)
if you fail to furnish the Fund your correct, certified Social Security
or Employer Identification Number when you sign your application, or if
you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
mail only one copy of each prospectus, annual and semi-annual report
and annual notice of the Fund's privacy policy to shareholders having
the same last name and address on the Fund's records. The consolidation
of these mailings, called householding, benefits the Fund through
reduced mailing expense.

If you want to receive multiple copies of these materials, you may call
the Transfer Agent at 1.800.225.5677. You may also notify the Transfer
Agent in writing. Individual copies of prospectuses, reports and
privacy notices will be sent to you commencing within 30 days after the
Transfer Agent receives your request to stop householding.

Dividends, Capital Gains and Taxes

Dividends. The Fund intends to declare dividends separately for each class of
shares from net investment income on an annual basis and to pay them to
shareholders in December on a date selected by the Board of Trustees.
Dividends and distributions paid to Class A shares will generally be higher
than dividends for Class B, Class C and Class N shares, which normally have
higher expenses than Class A shares. The Fund has no fixed dividend rate and
cannot guarantee that it will pay any dividends or distributions.

Capital Gains. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains in December of each year. The Fund may make
supplemental distributions of dividends and capital gains following the end
of its fiscal year. There can be no assurance that the Fund will pay any
capital gains distributions in a particular year.

WHAT 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 Distribution." If you buy shares on or just before the
ex-dividend date 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 dividend or 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). The information for fiscal years 2000 through 2003 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. Another accounting
firm audited the information for the fiscal years prior to 2000.


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



Class A          Year Ended October 31,             2003        2002        2001          2000        1999
------------------------------------------------------------------------------------------------------------
Per Share Operating Data
------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $19.18      $19.53      $21.26        $16.82      $17.29
------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                 (.04)       (.19)       (.23)         (.16)       (.10)
Net realized and unrealized gain (loss)             6.97        (.09)       (.47)         4.60         .18
                                                  ----------------------------------------------------------
Total from investment operations                    6.93        (.28)       (.70)         4.44         .08
------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                  --        (.07)      (1.03)           --1       (.54)
Distributions in excess of net realized gain          --          --          --            --        (.01)
                                                  ----------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       --        (.07)      (1.03)           --        (.55)
------------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $26.11      $19.18      $19.53        $21.26      $16.82
                                                  ==========================================================

------------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2                 36.13%      (1.45)%     (3.02)%       26.40%       0.38%
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)        $330,215    $222,029    $172,395      $157,759    $151,059
------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $245,319    $231,657    $163,007      $147,952    $170,205
------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                (0.12)%     (0.69)%     (1.06)%       (0.95)%     (0.60)%
Total expenses                                      1.59%       1.68%       1.86%         1.90%       1.96%
Expenses after expense reimbursement
or fee waiver and reduction to
custodian expenses                                  1.56%       1.66%        N/A 4,5       N/A 4       N/A 4
------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              163%        151%        162%          166%         87%


1. Less than $0.005 per share.
2. Assumes an 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.
5. Voluntary waiver of transfer agent fees less than 0.01%.

See accompanying Notes to Financial Statements.


                      19 | OPPENHEIMER SMALL CAP VALUE FUND
FINANCIAL HIGHLIGHTS  CONTINUED
--------------------------------------------------------------------------------

Class B       Year Ended October 31,                2003        2002       2001         2000       1999
---------------------------------------------------------------------------------------------------------
Per Share Operating Data
---------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $18.20      $18.65     $20.47       $16.28     $16.84
---------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                 (.17)       (.18)      (.23)        (.33)      (.22)
Net realized and unrealized gain (loss)             6.56        (.20)      (.56)        4.52        .21
                                                  -------------------------------------------------------
Total from investment operations                    6.39        (.38)      (.79)        4.19       (.01)
---------------------------------------------------------------------------------------------------------

Dividends and/or distributions to shareholders:
Distributions from net realized gain                  --        (.07)     (1.03)          -- 1     (.54)
Distributions in excess of net realized gain          --          --         --           --       (.01)
                                                  -------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       --        (.07)     (1.03)          --       (.55)
---------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $24.59      $18.20     $18.65       $20.47     $16.28
                                                  =======================================================

---------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2                 35.11%      (2.06)%    (3.60)%      25.74%     (0.16)%
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data
---------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)        $171,896    $129,885    $95,418      $83,859    $82,949
---------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $137,734    $134,304    $88,235      $79,526    $94,863
---------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                (0.85)%     (1.34)%    (1.65)%      (1.48)%    (1.10)%
Total expenses                                      2.42%       2.34%      2.45%        2.44%      2.45%
Expenses after expense reimbursement
or fee waiver and reduction to
custodian expenses                                  2.29%       2.32%       N/A 4,5      N/A 4      N/A 4
---------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              163%        151%       162%         166%        87%



1. Less than $0.005 per share.
2. Assumes an 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.
5. Voluntary waiver of transfer agent fees less than 0.01%.

See accompanying Notes to Financial Statements.


                      20 | OPPENHEIMER SMALL CAP VALUE FUND

Class C       Year Ended October 31,                2003       2002       2001         2000       1999
--------------------------------------------------------------------------------------------------------
Per Share Operating Data
--------------------------------------------------------------------------------------------------------
Net asset value, beginning of period              $18.17     $18.62     $20.44       $16.25     $16.81
--------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                 (.13)      (.10)      (.19)        (.33)      (.25)
Net realized and unrealized gain (loss)             6.51       (.28)      (.60)        4.52        .24
                                                  ------------------------------------------------------
Total from investment operations                    6.38       (.38)      (.79)        4.19       (.01)
--------------------------------------------------------------------------------------------------------

Dividends and/or distributions to shareholders:
Distributions from net realized gain                  --       (.07)     (1.03)          -- 1     (.54)
Distributions in excess of net realized gain          --         --         --           --       (.01)
                                                  ------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       --       (.07)     (1.03)          --       (.55)
--------------------------------------------------------------------------------------------------------
Net asset value, end of period                    $24.55     $18.17     $18.62       $20.44     $16.25
                                                  ======================================================

--------------------------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2                 35.11%     (2.06)%    (3.61)%      25.79%     (0.16)%
--------------------------------------------------------------------------------------------------------

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

Net assets, end of period (in thousands)         $71,779    $46,360    $26,604      $22,173    $20,959
--------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                $53,649    $45,455    $24,134      $20,521    $24,964
-------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                (0.85)%    (1.33)%    (1.64)%      (1.49)%    (1.10)%
Total expenses                                      2.40%      2.33%      2.45%        2.44%      2.45%
Expenses after expense reimbursement
or fee waiver and reduction to
custodian expenses                                  2.30%      2.31%       N/A 4,5      N/A 4      N/A 4
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate                              163%       151%       162%         166%        87%



1. Less than $0.005 per share.
2. Assumes an 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. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.
5. Voluntary waiver of transfer agent fees less than 0.01%.

See accompanying Notes to Financial Statements.


                      21 | OPPENHEIMER SMALL CAP VALUE FUND
FINANCIAL HIGHLIGHTS  CONTINUED
--------------------------------------------------------------------------------

Class N        Year Ended October 31,                         2003      2002    2001 1
-----------------------------------------------------------------------------------------
Per Share Operating Data
-----------------------------------------------------------------------------------------
Net asset value, beginning of period                        $19.13    $19.51    $19.58
-----------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                           (.11)     (.27)     (.04)
Net realized and unrealized gain (loss)                       6.96      (.04)     (.03)
                                                            -----------------------------
Total from investment operations                              6.85      (.31)     (.07)
-----------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain                            --      (.07)       --
Distributions in excess of net realized gain                    --        --        --
                                                            -----------------------------
Total dividends and/or distributions to shareholders            --      (.07)       --
-----------------------------------------------------------------------------------------
Net asset value, end of period                              $25.98    $19.13    $19.51
                                                            -----------------------------
                                                            -----------------------------

-----------------------------------------------------------------------------------------
Total Return, at Net Asset Value 2                           35.81%    (1.61)%   (0.36)%
-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------
Ratios/Supplemental Data
-----------------------------------------------------------------------------------------
Net assets, end of period (in thousands)                   $11,216    $4,558      $409
-----------------------------------------------------------------------------------------
Average net assets (in thousands)                          $ 6,722    $2,882      $106
-----------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss                                          (0.36)%   (0.78)%   (1.14)%
Total expenses                                                2.01%     1.82%     2.01%
Expenses after expense reimbursement or fee waiver and
reduction to custodian expenses                               1.80%     1.80%      N/A 4,5
-----------------------------------------------------------------------------------------
Portfolio turnover rate                                        163%      151%      162%



1. For the period from March 1, 2001 (inception of offering) to October 31,
2001.
2. Assumes an 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. Returns do not reflect the deduction of
taxes that a shareholder would pay on Fund distributions or the redemption of
Fund shares.
3. Annualized for periods of less than one full year.
4. Reduction to custodian expenses less than 0.01%.
5. Voluntary waiver of transfer agent fees less than 0.01%.


INFORMATION AND SERVICES

For More Information on Oppenheimer Small Cap Value 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.CALL OPP (225.5677)

------------------------------------------------------------------------------
------------------------------------------------------------------------------
By Mail:                      Write to:
                              OppenheimerFunds Services
                              P.O. Box 5270
                              Denver, Colorado 80217-5270
------------------------------------------------------------------------------
------------------------------------------------------------------------------
On the Internet:              You can send us a request by e-mail or read or
                              download documents on the OppenheimerFunds
                              website: www.oppenheimerfunds.com
                                       ------------------------
------------------------------------------------------------------------------

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

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

                                          The Fund's  shares  are  distributed
by:
The Fund's SEC File No. 811-5225

PR0251.001.1203
Printed on recycled paper                  [logo] OppenheimerFunds
Distributor, Inc.

                          Appendix to Prospectus of
                        Oppenheimer Small Cap Value Fund


      Graphic material included in the Prospectus of Oppenheimer Small Cap
Value Fund (the "Fund") under the heading: "Annual Total Return (Class A) (%
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 A shares of
the Fund for each of the last 10 calendar years, without deducting sales
charges or taxes. Set forth below are the relevant data points that will
appear in the bar chart:

Year Ended                                Annual Total Return
----------                                -------------------
12/31/93                                  18.21%
12/31/94                                  -0.29%
12/31/95                                  12.42%
12/31/96                                  19.30%
12/31/97                                  24.32%
12/31/98                                  -10.08%
12/31/99                                  -1.40%
12/31/00                                  16.44%
12/31/01                                  12.20%
12/31/02                                  -10.52%

Oppenheimer
Quest Balanced
Value FundSM

Prospectus dated December 23, 2003

Oppenheimer Quest Balanced Value Fund
is a mutual fund. The Fund's primary
objective is growth of capital, and
the Fund also seeks investment income.
The Fund invests primarily in equity
securities, but also buys debt
securities.
This Prospectus contains
important information about the Fund's
objective, its investment policies,
strategies and risks. It also contains
important information about how to buy
and sell shares of the Fund and other
account features. Please read this
Prospectus carefully before you invest
and keep it for future reference about
your account.

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

1234

CONTENTS

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

ABOUT THE FUND

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Mail
By Telephone

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

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

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

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks a combination of
growth of capital and investment income. The Fund's primary objective is
growth of capital.

WHAT DOES THE FUND MAINLY INVEST IN? To seek long term growth of net asset
value per share, the Fund normally invests 50% or more of its total assets in
common stocks that the portfolio manager believes are undervalued in the
marketplace, mainly the common stocks of U.S. issuers or companies with
significant U.S. operations. The Fund also invests in other equity
securities, such as preferred stock and securities convertible into common
stock. The Fund also buys corporate and government bonds, notes and other
debt securities for investment income and capital appreciation, which can
include non-investment grade securities.

Under normal market conditions, the Fund invests:

o at least 25% of its total assets in equity securities, including common
stocks and preferred stocks, and expects to have between 50% to 75% of
its total assets invested in equities, and

o at least 25% of its total assets in fixed-income senior securities.

The Fund's investments in fixed-income securities include bonds,
debentures, notes, convertible securities and U.S. government securities.
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, who is
employed by the Sub-Advisor, OpCap Advisors, uses a "value" approach to
investing. The portfolio manager searches primarily for securities of
established companies believed to be undervalued in the marketplace, in
relation to factors such as a company's assets, earnings, growth potential
and cash flows. This process and the inter-relationship of the factors used
may change over time and its implementation may vary in particular cases.
Currently, the selection process for equity securities includes the following
techniques:
o A "bottom up" analytical approach using fundamental research to focus
on particular issuers before considering industry trends, by
evaluating each issuer's characteristics, financial results and
management.
o A search for securities of established companies believed to be
undervalued and having a high return on capital, strong management
committed to shareholder value, and positive cash flows.
o Ongoing monitoring of issuers for fundamental changes in the company
that might alter the portfolio manager's initial expectations about
the security and might result in a decision to sell the security.

The portfolio manager allocates the Fund's investments among equity and
debt securities after assessing the relative values of these different types
of investments under prevailing market conditions. Within the parameters for
stock and bond investments described above, under normal market conditions
the Fund might hold stocks, bonds and money market instruments in different
proportions at different times. The portfolio manager might increase the
relative emphasis of investments in bonds and other fixed-income securities,
instead of stocks, when he thinks that:

o common stocks in general appear to be overvalued,
o debt securities present capital growth and income opportunities
relative to common stocks because of declining interest rates or
improved issuer credit quality, or
o it is desirable to maintain liquidity pending investment in equity
securities to seek capital growth opportunities.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking
capital appreciation over the long term with the opportunity for some income.
Those investors should be willing to assume the risk of short-term share
price fluctuations that are typical for a fund emphasizing equity
investments. Since the Fund's income level will fluctuate, it is not
designed for investors needing an assured level of current income. Because of
its primary focus on long-term growth, with income as a secondary goal, the
Fund may be appropriate for moderately aggressive investors and for a portion
of a retirement plan investment. 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 in stocks
and bonds are subject to changes in their value from a number of factors,
described below. There is also the risk that poor selection by the
Sub-Advisor will cause the Fund to underperform other funds having a similar
objective. As an example, the portfolio manager's "value" approach to
investing could result in fewer Fund investments in stocks that become highly
valued by the marketplace during times of rapid market advances. This could
cause the Fund to underperform other funds with similar investment objectives
but that employ a growth or non-value approach to investing.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund normally emphasizes
investments in common stocks and other equity securities, the value of the
Fund's portfolio will be affected by changes in the stock markets in which it
invests. Market risk will affect the Fund's net asset values per share, which
will fluctuate as the values of the Fund's portfolio securities change. A
variety of factors can affect the price of a particular stock and the prices
of individual stocks do not all move in the same direction uniformly or at
the same time. Different stock markets may behave differently from each
other. Because the Fund can buy both U.S. and foreign stocks it could be
affected by changes in domestic and foreign stock markets.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer
or its industry. The Fund invests primarily in securities of companies with a
medium- or larger-size capitalization. It also can invest in
small-capitalization companies, which may have more volatile stock prices
than larger companies, but does not anticipate investing a significant
portion of assets in these companies.

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

INTEREST RATE RISK. The values of debt securities are subject to change when
prevailing interest rates change. When interest rates fall, the value of
outstanding debt securities generally rise. When interest rates rise, the
values of outstanding debt securities generally fall, and these securities
may sell at a discount from their face value. The magnitude of these
fluctuations will often be greater for longer-term debt securities than
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.

CREDIT RISK. Debt securities are subject to credit risk. Credit risk is the
risk that the issuer of a security might not make interest and principal
payments on the security as they become due. If the issuer fails to pay
interest, the Fund's income may be reduced and if the issuer fails to repay
principal, the value of that security and that of the Fund's shares may be
reduced. While the Fund's investments in U.S. government securities are
subject to little credit risk, the Fund's other investments in debt
securities, particularly high-yield lower-grade debt securities, are subject
to risks of default. A downgrade in an issuer's credit rating or other
adverse news about an issue can reduce a security's market value.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its prices per share. Particular
investments and investment strategies also have risks. These risks mean that
you can lose money by investing in the Fund. When you redeem your shares,
they may be worth more or less than what you paid for them. There is no
assurance that the Fund will achieve its investment objective. In the short
term, stock markets can be volatile, and the prices of the Fund's shares can
go up and down substantially. The Fund's income-oriented investments may help
cushion the Fund's total return from changes in stock prices, but
fixed-income securities have their own risks that can affect their values and
the income they pay. In the OppenheimerFunds spectrum, the Fund is more
conservative than funds that invest only in growth stocks, but has greater
risks than investment-grade bond funds.

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

The Fund's Past Performance

The bar chart and table below show one measure of the risks of
investing in the Fund, by showing changes in the Fund's performance (for its
Class A shares) from year to year for the last 10 calendar years and by
showing how the average annual total returns of the Fund's shares, both
before and after taxes, compare to a broad-based market index. The after-tax
returns for the other classes of shares will vary.

The after-tax returns are shown for Class A 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. In certain cases, the figure representing "Return
After Taxes on Distributions and Sale of Fund Shares" may be higher than the
other return figures for the same period. A higher after-tax return may
result when a capital loss occurs upon redemption and translates into an
assumed tax deduction that benefits the shareholder. 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 A) (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 and taxes were included, the returns may
be less than those shown.

For the period from 1/1/03 through 9/30/03, the cumulative return (not
annualized) before taxes for Class A shares was 19.71%.
During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 21.44% (4Qtr98)and the lowest return
(not annualized) before taxes for a calendar quarter was -14.73% (2Qtr02).

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

Average Annual Total Returns 1 Year 5 Years 10 Years
for the periods ended (or life of (or life of class,
December 31, 2002 class, if less) if less)

-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Class A Shares (inception

11/1/91) -24.52% 3.69% 10.39%
Return Before Taxes -24.97% 1.70% 7.18%
Return After Taxes on
Distributions -14.92% 2.23% 7.07%
Return After Taxes on
Distributions and Sale of
Fund Shares

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

S&P 500(R)Index (reflects no
deduction for fees, expenses
or taxes) -22.09% -0.58% 9.34%1

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

Class B Shares (inception -24.36% 3.97% 10.72%

9/1/93)
-------------------------------------------------------------------------------------

Class C Shares (inception -21.17% 4.30% 10.43%

9/1/93)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Class N Shares (inception -20.84% -11.90% N/A

3/1/01)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

Class Y Shares (inception -19.51% -3.49% N/A

5/1/00)
-------------------------------------------------------------------------------------

1 From 12/31/92

The Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 5.75%; for Class B, the
contingent deferred sales charge: of 5% (1-year) and 2% (5 years); and for
Class C and Class N , the 1% contingent deferred sales charge for the 1-year
period. There is no sales charge for Class Y shares. Because Class B shares
convert to Class A shares 72 months after purchase, Class B "life-of-class"
performance does not include any contingent deferred sales charge and uses
Class A performance for the period after conversion.
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 A shares is compared
to the S&P 500(R)Index, an unmanaged index of equity securities. The index
performance includes reinvestment of income but does not reflect transaction
costs, fees, expenses or taxes. The Fund's investments vary from those in the
index.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for 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. The numbers below are based
on the Fund's expenses during its fiscal year ended October 31, 2003.

--------------------------------------------------------------------------------------
Class C Class N Class Y Class A Class B Shares

Shareholder Fees (charges paiSharesctlySharesyourSharestment): Shares

--------------------------------------------------------------------------------------
--------------------------- -----------
Maximum Sales Charge 5.75% None None None None
(Load) on purchases
(as % of offering price)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Maximum Deferred Sales None1 5%2 1%3 1%4 None
Charge (Load) (as % of
the lower of the original
offering price or
redemption proceeds)
------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Management Fees 0.79% 0.79% 0.79% 0.79% 0.79%

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

Distribution and/or Service 0.25% 1.00% 1.00% 0.50% None
(12b-1) Fees

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

Other Expenses 0.30% 0.33% 0.26% 0.42% 0.23%

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

Total Annual Operating 1.34% 2.12% 2.05% 1.71% 1.02%
Expenses

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

Effective January 1, 2004 the management fee schedule is revised as described
below in "How the Fund is Managed - The Manager - The Manager's Fee."
"Management Fees" in the table above assumes that the revised management fee
schedule, effective January 1, 2004, was in effect for the Fund's fiscal year
ended October 31, 2003. For the Fund's fiscal year ended October 31, 2003 the
actual management fees were 0.82% for each class of shares.

Effective January 1, 2003, the Board set the Class A asset-based sales charge
to zero resulting in a 12b-1 fee of 0.25%. Prior to that date, the
asset-based sales charge was 0.10%. For the Fund's fiscal year ended October
31, 2003 the actual 12b-1 fee was 0.26% for Class A shares. The Board of
Trustees can set the rate of the asset-based sales charge on Class A shares
up to 0.25% of average annual net assets.

With consideration given to the actual management fees for each class of
shares, and the actual 12b-1 fees for Class A shares, above, the "Total
Annual Operating Expenses" were 1.38% for Class A shares, 2.15% for Class B
shares, 2.08% for Class C shares, 1.74% for Class N shares and 1.05% for
Class Y shares
Expenses may vary in future years. "Other expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses that the Fund pays.
The Transfer Agent has voluntarily undertaken to the Fund to limit the
transfer agent fees to 0.35% of average daily net assets per fiscal year for
all classes. That undertaking may be amended or withdrawn at any time without
notice to shareholders. After the waiver, the actual "Other Expenses" and
"Total Annual Operating Expenses" as percentages of average daily net assets
were 0.38% and 1.70% for Class N shares. For the Fund's fiscal year ended
October 31, 2003, the transfer agent fees did not exceed the expense
limitation described above for the other classes of shares.

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:

Class A Shares $704 $975 $1,267 $2,095

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

Class B Shares $715 $964 $1,339 $2,0701

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

Class C Shares $308 $643 $1,103 $2,379

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

Class N Shares $274 $539 $928 $2,019

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

Class Y Shares $104 $325 $563 $1,248

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

Class A Shares $704 $975 $1,267 $2,095

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

Class B Shares $215 $664 $1,139 $2,0701

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

Class C Shares $208 $643 $1,103 $2,379

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

Class N Shares $174 $539 $928 $2,019

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

Class Y Shares $104 $325 $563 $1,248

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

In the first example, expenses include the initial sales charge for Class A
and the applicable Class B, Class C and Class N contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include contingent
deferred sales charges. There is no sales charge on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses
since Class B shares automatically convert to Class A shares 72 months after
purchase.

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 evaluation of economic and market trends. The Fund's portfolio might not
always include all of the different types of investments described in this
prospectus. The Statement of Additional Information contains more detailed
information about the Fund's investment policies and risks.

The Fund's investment manager, OppenheimerFunds, Inc., has engaged the
Sub-Advisor, OpCap Advisors, to select securities for the Fund's portfolio.
The Sub-Advisor tries to reduce risks by carefully researching securities
before they are purchased. The Fund attempts to reduce its exposure to market
risks by diversifying its investments. That means the Fund does not hold a
substantial percentage of the stock of any one company and does not invest
too great a percentage of the Fund's assets in any one issuer. 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 of the Fund will
change daily based on changes in market prices of securities and market
conditions, and in response to other economic events.

Stock and Other Equity Investments. The Fund invests in equity securities for
growth opportunities as well as secondarily for income from dividends.
While the Fund does not limit its investments to issuers in a
particular capitalization range, the portfolio manager currently
focuses on securities of mid- and larger-size established companies.

Although they are debt securities, the Sub-Advisor considers some
convertible securities to be "equity equivalents" because of the
conversion feature, and their credit rating must meet the Fund's credit
criteria for debt securities described below under "Special Risks of
Lower-Grade Securities," but the credit rating has less impact on the
investment decision than in the case of other debt securities. Other
convertible securities may behave more like other debt securities.

Debt Securities. The Fund may invest in corporate bond obligations, as well
as government obligations and mortgage-related securities described
below. Debt securities are selected primarily for their income
possibilities and their relative emphasis in the portfolio may be
greater when the stock market is volatile. For example, when interest
rates are falling, or when the credit quality of a particular issuer is
improving, the portfolio manager might buy debt securities for their
own appreciation possibilities. The Fund has no limit on the range of
maturities of the debt securities it can buy.

The Fund can buy short-term debt securities for liquidity, for example,
pending the purchase of new investments or to have cash to pay for
redemptions of Fund shares. The Sub-Advisor does not rely solely on
ratings by rating organizations in selecting debt securities, but also
uses its own judgment to evaluate particular issues as well as business
and economic factors affecting an issuer.

The Fund's investments in debt securities, including convertible
securities, can be above or below investment grade in quality.
"Investment-grade" securities are those rated in the four highest
rating categories by Moody's Investors Service or other rating
organizations, or, if unrated, assigned a comparable rating by the
Sub-Advisor. A list of the ratings definitions of the principal
ratings organizations is in Appendix A to the Statement of Additional
Information.

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 investment
objective is a fundamental policy. Other investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

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

U.S. Government Securities. The Fund can invest in U.S. government securities
that are U.S. Treasury securities and securities issued or guaranteed
by agencies or federally-chartered corporate entities referred to as
"instrumentalities" of the U.S. government. They can include
collateralized mortgage obligations (CMOs) and other mortgage-related
securities. U.S. Treasury securities are backed by the full faith and
credit of the U.S. government and are subject to little credit risk.

Some securities issued or guaranteed by agencies or instrumentalities
of the U.S. government have different levels of credit support from the
U.S. government. Some are supported by the full faith and credit of the
U.S. government, such as Government National Mortgage Association
pass-through mortgage certificates (called "Ginnie Maes"). Some are
supported by the right of the issuer to borrow from the U.S. Treasury
under certain circumstances, such as Federal National Mortgage
Association bonds ("Fannie Maes"). Others are supported only by the
credit of the entity that issued them, such as Federal Home Loan
Mortgage Corporation obligations ("Freddie Macs"). Securities issued by
agencies and instrumentalities of the U.S. government such as the
Federal Home Loan Mortgage Corporation, the Federal National Mortgage
Association and the Federal Home Loan Banks are neither guaranteed or
insured by the U.S. government, but generally are considered to have
low credit risks.

Special Risks of Mortgage-Related Securities. Investments in
mortgage-related securities are subject to special risks of
unanticipated prepayment. The risk is that when interest rates fall,
borrowers under the mortgages that underlie a mortgage-related security
the Fund owns will prepay their mortgages more quickly than expected,
causing the issuer of the security to prepay the principal prior to the
security's expected maturity. Securities subject to prepayment risk,
including the CMOs and other mortgage-related securities that the Fund
can buy, generally offer less potential for gains when prevailing
interest rates fall, and have greater potential for loss when interest
rates rise. The impact of prepayments on the price of a security may be
difficult to predict and may increase the volatility of the price.
Additionally, the Fund may buy mortgage-related securities at a
premium. Accelerated prepayments on those securities could cause the
Fund to lose a portion of its principal investment represented by the
premium the Fund paid.

If interest rates rise rapidly, prepayments may occur at slower rates
than expected, which could have the effect of lengthening the expected
maturity of a short- or medium-term security. That could cause its
value to fluctuate more widely in response to changes in interest
rates. In turn, this could cause the value of the Fund's shares to
fluctuate more.

Special Risks of Lower-Grade Securities. Because the Fund can invest as much
as 25% of its total assets in securities below investment grade
(commonly known as "junk bonds") to seek higher 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 higher-grade debt securities. Securities that are (or
have fallen) below investment grade entail a greater risk that the
issuers of such securities may not meet their debt obligations.
However, by limiting its investments in non-investment-grade debt
securities, the Fund may reduce the effect of some of these risks on
its share prices and income. Currently, the portfolio manager does not
intend to buy these securities unless they offer relatively attractive
opportunities for both income and capital appreciation.

Money Market Instruments. The Fund can also invest in "money market
instruments." These include U.S. government securities and high-quality
corporate debt securities having a remaining maturity of one year or
less. They also include commercial paper, other short-term corporate
debt obligations, certificates of deposit, bankers' acceptances and
repurchase agreements. They do not generate capital growth if held to
maturity.

Foreign Investing. The Fund can buy foreign securities that are listed on a
domestic or foreign stock exchange, traded in domestic or foreign
over-the-counter markets, or represented by American Depository
Receipts. The Fund may invest in developed markets as well as emerging
markets, which have greater risks than developed markets, although the
Fund currently does not intend to purchase securities issued by
governments or companies in emerging markets. The Fund will hold
foreign currency only in connection with buying and selling foreign
securities.

While the Fund has no limits on the amounts it can invest in foreign
securities, it normally does not expect to invest substantial amounts
of its assets in foreign securities. Foreign securities may offer
special investment opportunities, but there are also special risks.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated
in that foreign currency. Foreign issuers are not subject to the same
accounting and disclosure requirements 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. These risks could cause the
prices of foreign securities to fall and could therefore depress the
Fund's share prices.

"When-Issued" And "Delayed-Delivery" Transactions. The Fund can purchase
securities on a "when-issued" basis and may purchase or sell securities
on a "delayed-delivery" basis. There is a risk that the value of the
security might decline prior to the settlement date. The Fund will not
commit more than 15% of its net assets under these transactions.
Between the purchase and settlement no payment is made for the
when-issued security and no interest accrues to the buyer from the
investment.

Investing in Small, Unseasoned Companies. The Fund can invest up to 5% of its
total assets in securities of small, unseasoned companies. These are
companies that have been in continuous operation for less than three
years, counting the operations of any predecessors. These securities
may have limited liquidity, which means that the Fund could have
difficulty selling them at an acceptable price when it wants to. Their
prices may be very volatile, especially in the short term.

Illiquid and Restricted Securities. Investments may be illiquid because they
do not have an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale or
which cannot be sold publicly until it is registered under the
Securities Act of 1933. The Fund cannot 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 and
Sub-Advisor monitor holdings of illiquid securities on an ongoing basis
to determine whether to sell any holdings to maintain adequate
liquidity.

Portfolio Turnover. A change in the securities held by the Fund is known as
"portfolio turnover." The Fund may engage in active and frequent
short-term trading to try to achieve its objective. Portfolio turnover
may increase brokerage costs the Fund pays (and may reduce
performance). If the Fund realizes capital gains when it sells its
portfolio investments, it must generally pay those gains out to
shareholders, increasing their taxable distributions. The Financial
Highlights table at the end of this Prospectus shows the Fund's
portfolio turnover rates during prior fiscal years.

Temporary Defensive and Interim Investments. In times of adverse or unstable
market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary investments that are inconsistent with
the Fund's principal investment strategies. Generally they would be
short-term U.S. government securities and the types of money market
instruments described above. The Fund can also hold these types of
securities pending the investment of proceeds from the sale of Fund
shares or portfolio securities or to meet anticipated redemptions of
Fund shares. To the extent the Fund invests defensively in these
securities, it might not achieve its investment objective of growth of
capital.

Loans of Portfolio Securities. The Fund has entered into a Securities Lending
Agreement ("Securities Lending Agreement") with JP Morgan Chase. Under
that agreement portfolio securities of the Fund may be loaned to
brokers, dealers and other financial institutions. The Securities
Lending Agreement provides that loans must be adequately collateralized
and may be made only in conformity with the Fund's Securities Lending
Guidelines, adopted by the Fund's Board of Trustees. The value of the
securities loaned may not exceed 25% of the value of the Fund's net
assets.

How the Fund is Managed

THE MANAGER. The Manager supervises the Fund's investment program and handles
its day-to-day business. The Manager carries out its duties, subject to the
policies established by the Board of Trustees, under an investment advisory
agreement that states the Manager's responsibilities. The agreement sets the
fees paid by the Fund to the Manager and describes the expenses that the Fund
pays to conduct its business. The Manager became the Fund's investment
advisor on November 22, 1995.

The Manager has operated as an investment advisor since January 1960.
The Manager and its subsidiaries and controlled affiliates managed more than
$135 billion in assets as of September 30, 2003, including other Oppenheimer
funds with more than 7 million shareholder accounts. The Manager is located
at Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New
York 10281-1008.

The Manager's Fees. Effective January 1, 2004, the Fund pays the Manager an
advisory fee at an annual rate that declines as the Fund's assets grow:
0.85% of the first $1 billion of average annual net assets of the Fund,
0.81% of the next $2 billion, 0.76% of the next $1 billion, 0.71% of
the next $1 billion, 0.65% of the next $1 billion, 0.60% of the next $1
billion, 0.55% of the next $1 billion and 0.50% of average annual net
assets in excess of $8 billion. From June 15, 2003 through December 31,
2003 the annual advisory fee rate was: 0.85% of the first $1 billion of
average annual net assets of the Fund, 0.81% of the next $2 billion,
0.76% of the next $1 billion, 0.71% of the next $1 billion, 0.65% of
the next $1 billion and 0.60% of average annual net assets in excess of
$6 billion. Prior to June 15, 2003, the annual advisory fee was: 0.85%
of the first $5 billion of average annual net assets of the Fund, 0.75%
of the next $1 billion, 0.65% of the next $1 billion, and 0.60% of
average annual net assets in excess of $7 billion. The Fund's
management fee for its last fiscal year ended October 31, 2003 was
0.82% of average annual net assets for each class of shares.

The Sub-Advisor. The Sub-Advisor is a Delaware limited liability company and
is a wholly-owned subsidiary of Oppenheimer Capital LLC, a registered
investment advisor. From the Fund's inception on April 30, 1980 until
November 22, 1995, the Sub-Advisor (which was then named Quest for
Value Advisors) served as the Fund's investment advisor. On November
22, 1995, the Manager retained the Sub-Advisor to continue providing
day-to-day portfolio management for the Fund. The Sub-Advisor has
operated as an investment advisor to investment companies and other
investors since its organization in 1980. As of September 30, 2003, the
Sub-Advisor including Oppenheimer Capital LLC, advised accounts having
assets in excess of $20 billion. The Sub-Advisor is located at 1345
Avenue of the Americas, 49th Floor, New York, New York 10105-4800.

The Manager, not the Fund, pays the Sub-Advisor an annual fee under the
Sub-Advisory Agreement between the Manager and the Sub-Advisor. The fee
is calculated as a percentage of the fee the Fund pays the Manager. The
rate is 40% of the advisory fee collected by the Manager based on the
net assets of the Fund as of November 22, 1995, and 30% of the fee
collected by the Manager on assets in excess of that amount.

The Sub-Advisor is wholly-owned by Oppenheimer Capital LLC, which is
wholly-owned by Allianz Dresdner Asset Management U.S. Equities LLC, a
subsidiary of Allianz Dresdner Asset Management of America L.P. The
general partner of Allianz Dresdner Asset Management of America L.P. is
Allianz-PacLife Partners LLP. Allianz AG has majority ownership of, and
controls, Allianz Dresdner Asset Management of America L.P. and its
subsidiaries, including Oppenheimer Capital LLC and the Sub-Advisor.

Portfolio Manager. The portfolio manager of the Fund is Colin Glinsman, who
is Chief Investment Officer of the Sub-Advisor. He is the person
primarily responsible for the day-to-day management of the Fund's
portfolio. Mr. Glinsman is Managing Director and Chief Investment
Officer of Oppenheimer Capital, the immediate parent company of the
Sub-Advisor. He has been the Fund's portfolio manager since December
1992.

ABOUT your account

How to Buy Shares

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

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 1.800.225.5677 to notify the Distributor of the wire and to receive
further instructions.
o Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
you pay for shares by electronic funds transfers from your bank
account. Shares are purchased for your account by a transfer of money
from your bank account through the Automated Clearing House (ACH)
system. You can provide those instructions automatically, under an
Asset Builder Plan, described below, or by telephone instructions using
OppenheimerFunds PhoneLink, also described below. Please refer to
"AccountLink," below for more details.
o Buying Shares Through Asset Builder Plans. You may purchase shares of
the Fund automatically each month from your account at a bank or other
financial institution under an Asset Builder Plan with AccountLink.
Details are in the Asset Builder Application and the Statement of
Additional Information.

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy Fund
shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $50. There are reduced minimums
available under the following special investment plans:
o If you establish one of the many types of retirement plan accounts that
OppenheimerFunds offers, more fully described below under "Special
Investor Services," you can start your account with as little as $500.
o By using an Asset Builder Plan or Automatic Exchange Plan (details are
in the Statement of Additional Information), or government allotment
plan, you can make subsequent investments (after making the initial
investment of $500) for as little as $50. For any type of account
established under one of these plans prior to November 1, 2002, the
minimum additional investment will remain $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.

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

The net asset value per share is determined by dividing the value of
the Fund's net assets attributable to a class by the number of shares
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. A security's valuation may
differ depending on the method used for determining value.

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.

Class A Shares. If you buy Class A shares, you pay an initial sales charge
(on investments up to $1 million for regular accounts or lesser amounts
for certain retirement plans). The amount of that sales charge will
vary depending on the amount you invest. The sales charge rates are
listed in "How Can You Buy Class A Shares?" below.
Class B Shares. If you buy Class B shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
If you sell your shares within 6 years of buying them, you will
normally pay a contingent deferred sales charge. That contingent
deferred sales charge varies depending on how long you own your shares,
as described in "How Can You Buy Class B Shares?" below.
Class C Shares. If you buy Class C shares, you pay no sales charge at the
time of purchase, but you will pay an annual asset-based sales charge.
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 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.

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

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

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

How Long Do You Expect to Hold Your Investment? While future financial needs
cannot be predicted with certainty, knowing how long you expect to hold
your investment will assist you in selecting the appropriate class of
shares. Because of the effect of class-based expenses, your choice will
also depend on how much you plan to invest. For example, the reduced
sales charges available for larger purchases of Class A shares may,
over time, offset the effect of paying an initial sales charge on your
investment, compared to the effect over time of higher class-based
expenses on shares of Class B, Class C or Class N. 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 most likely invest in Class A or Class C shares
rather than Class B shares. That is because of the effect of the Class
B contingent deferred sales charge if you redeem within six years, as
well as the effect of the Class B asset-based sales charge on the
investment return for that class in the short-term. Class C shares
might be the appropriate choice (especially for investments of less
than $100,000), because there is no initial sales charge on Class C
shares, and the contingent deferred sales charge does not apply to
amounts you sell after holding them one year.

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

And for 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 $250,000 or
more of Class B shares or $1 million or more of Class C shares from a
single investor.

Are There Differences in Account Features That Matter to You? Some account
features may not be available to Class B, Class C 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 and Class N
shareholders will be reduced by the additional expenses borne by those
classes that are not borne by Class A or Class Y shares, such as the
Class B, Class C and Class N asset-based sales charge described below
and in the Statement of Additional Information. Share certificates are
only available for Class A shares. If you are considering using your
shares as collateral for a loan, that may be a factor to consider.