As filed with the Securities and Exchange Commission on May 15, 2003

Registration No. 33-17850

                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           / X /

PRE-EFFECTIVE AMENDMENT NO._1_                                    / X /

POST-EFFECTIVE AMENDMENT NO.__                                    /   /

                    OPPENHEIMER MAIN STREET FUNDS, INC.
            (Exact Name of Registrant as Specified in Charter)

             6803 South Tucson Way, Centennial, Colorado 80112
                 (Address of Principal Executive Offices)

                               303-768-3200
                      (Registrant's Telephone Number)

                           Katherine P. Feld, Esq.
                  Vice President & Senior Counsel
                          OppenheimerFunds, Inc.
               498 Seventh Avenue, New York, New York 10018
                              (212) 323-0252
                  (Name and Address of Agent for Service)

As soon as practicable after the Registration Statement becomes effective.
              (Approximate Date of Proposed Public Offering)

Title of Securities Being Registered: Class A, Class B, Class C, Class N
and Class Y shares of Oppenheimer Main Street Fund.

It is proposed that this filing will become effective on June 15, 2003
pursuant to Rule 488.

No filing fee is due because of reliance on Section 24(f) of the
Investment Company Act of 1940.





                    CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following pages and documents:

Front Cover
Contents Page
Cross-Reference Sheet

Part A

Proxy Statement for Oppenheimer Trinity Core Fund and Prospectus for
Oppenheimer Main Street Fund

Part B

Statement of Additional Information

Part C

Other Information
Signatures
Exhibits







                                 FORM N-14
                       OPPENHEIMER MAIN STREET FUND
                           CROSS REFERENCE SHEET

Part A of Form N-14

Item No.    Proxy  Statement  and  Prospectus  Heading  and/or  Title  of
--------    ---------------------------------------------------------------
Document
--------
1.    (a)   Cross Reference Sheet.
(b)   Front Cover Page.
2.    (a)   *
(b)   Table of Contents.
3.    (a)   Synopsis.
      (b)   Comparative Fee Tables.
(c)   Principal Risk Factors.
4.    (a)   Synopsis;  Approval or  Disapproval  of the  Reorganization  of
            Oppenheimer  Trinity  Core Fund into  Oppenheimer  Main  Street
            Fund.
5.    (a)   Method  of   Carrying   Out  the   Reorganization;   Additional
            Information.
(b)   Approval  or  Disapproval  of  the  Reorganization  -  Capitalization
            Table.
(c)   Statement of Additional  Information of Oppenheimer  Main Street Fund
            (see Part B);  Annual  Report of  Oppenheimer  Main Street Fund
            (see Part B);  Semi-Annual  Report of  Oppenheimer  Main Street
            Fund (see Part B).
6.    Synopsis;  Comparison  Between  Oppenheimer  Trinity  Core  Fund  and
            Oppenheimer Main Street Fund.
7.          *
8.    (a)   *
(b)   *
9.          *

Part B of Form N-14

Item No.    Statement of Additional  Information  Heading  and/or Title of
--------    ---------------------------------------------------------------
Document
--------
10.         Cover Page.
11.         Table of Contents.
12.   (a)   Statement  of  Additional   Information  of  Oppenheimer   Main
      Street Fund.
      (b)   *
13.   (a)   Statement of  Additional  Information  of  Oppenheimer  Trinity
            Core Fund.
      (b)   *
14.         Annual  Report of  Oppenheimer  Main  Street Fund at August 31,
            2002;
            Semi-Annual   Report  of   Oppenheimer   Main  Street  Fund  at
            February 28, 2003;
            Annual  Report  of  Oppenheimer  Trinity  Core Fund at July 31,
            2002;
            Semi-Annual   Report  of  Oppenheimer   Trinity  Core  Fund  at
            January 31, 2003.






Part C of Form N-14

Item No.    Other Information Heading
--------    -------------------------
15.         Indemnification.
16.         Exhibits.
17.         Undertakings.


---------------
* Not Applicable or negative answer
211 Form N-14


John V. Murphy
--------------
President &
OppenheimerFunds Logo
Chief Executive Officer                         498 Seventh
                                                Avenue, 10th Floor
                                                New York, NY 10018

                                           800.225.5677

                                           www.oppenheimerfunds.com

                                                July 14, 2003

Dear Oppenheimer Trinity Core Fund Shareholder,

One of the things we are proud of at OppenheimerFunds,  Inc.
is our commitment to our Fund shareholders.  I am writing to
you today to let you know about a positive  change  that has
been proposed for Oppenheimer Trinity Core Fund.

After  careful  consideration,  the  Board of  Trustees  has
determined  that  it  would  be  in  the  best  interest  of
shareholders  of  Oppenheimer  Trinity  Core Fund  ("Trinity
Core Fund") to  reorganize  into another  Oppenheimer  fund,
Oppenheimer   Main  Street  Fund  ("Main  Street  Fund").  A
shareholder  meeting has been scheduled in October,  and all
Trinity  Core  Fund  shareholders  of record as of June 18th
are being  asked to vote  either  in person or by proxy,  on
the proposed  reorganization.  You will find a notice of the
meeting,  a ballot card,  a proxy  statement  detailing  the
proposal,  a Main Street Fund  prospectus and a postage-paid
return envelope enclosed for your use.

Why does the Board of Trustees recommend this change?
-----------------------------------------------------

The  proposal  would  reorganize  the Trinity Core fund into
the  larger  Main   Street  Fund  which  has  a   comparable
investment  objective and lower expenses.  Trinity Core Fund
and Main Street  Fund have  similar  investment  objectives.
Trinity  Core  Fund's   investment   objective  is  to  seek
long-term growth of capital.  Main Street Fund's  investment
objective is to seek a high total  return.  In seeking their
investment  objectives,  Trinity  Core Fund and Main  Street
Fund  utilize a similar  investing  strategy.  Trinity  Core
Fund  invests in common  stocks that are included in the S&P
500.  Main Street Fund  currently  invests  mainly in common
stocks  of  U.S.   companies  of  different   capitalization
ranges, presently focusing on large-capitalization  issuers.
Both  funds  are  managed  with  a  quantitative  investment
process.   Both  Funds  invest  in  a  similar  universe  of
companies,  although  Main  Street  has a  larger  potential
investment universe.

Among other factors,  the Trinity Core Fund Board considered
that the  expense  ratio of Main  Street Fund has been lower
than the expense  ratio of Trinity Core fund.  Although past
performance   is   not   predictive   of   future   results,
shareholders  of Trinity Core Fund would have an opportunity
to become  shareholders  of a fund  with a better  long-term
performance history.

How do you vote?

No matter how large or small your  investment,  your vote is
important,  so please review the proxy statement  carefully.
To cast your vote,  simply mark,  sign and date the enclosed
proxy  ballot  and  return it in the  postage-paid  envelope
today.   Remember,  it  can  be  costly  for  the  Fund--and
ultimately  for you as a  shareholder--to  remail ballots if
not enough responses are received to conduct the meeting.

If you have any questions  about the  proposal,  please feel
free  to  contact  your  financial  advisor  or  call  us at
1.800.225.5677.  As always,  we appreciate  your  confidence
in  OppenheimerFunds  and look  forward to  serving  you for
many years to come.


                                          Sincerely,




                                          John V. Murphy


Enclosures





OPPENHEIMER TRINITY CORE FUND
     498 Seventh Avenue, 10th Floor, New York, New York
                            10018
                       1-800-525-7048

          NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                TO BE HELD ON AUGUST 29, 2003

    To  the  Shareholders  of  Oppenheimer  Trinity  Core
    Fund:

    Notice is hereby  given  that a  Special  Meeting  of
    the  Shareholders  of  Oppenheimer  Trinity Core Fund
    ("Trinity  Core  Fund"),   a  registered   investment
    management  company,  will  be  held  at  6803  South
    Tucson  Way,  Centennial,  CO  80112  at  1:00  P.M.,
    Mountain   time,   on  August   29,   2003,   or  any
    adjournments   thereof  (the   "Meeting"),   for  the
    following purposes:

    1.   To   approve   an   Agreement    and   Plan   of
    Reorganization   between   Oppenheimer  Trinity  Core
    Fund  ("Trinity  Core  Fund")  and  Oppenheimer  Main
    Street  Fund  ("Main  Street  Fund"),   a  series  of
    Oppenheimer   Main  Street   Funds,   Inc.   and  the
    transactions  contemplated  thereby,   including  (a)
    the  transfer of all the assets of Trinity  Core Fund
    to Main Street  Fund in  exchange  for Class A, Class
    B,  Class  C,  Class  N and  Class Y  shares  of Main
    Street  Fund,  (b) the  distribution  of these shares
    of Main  Street  Fund to the  corresponding  Class A,
    Class B,  Class C,  Class N and Class Y  shareholders
    of  Trinity  Core  Fund in  complete  liquidation  of
    Trinity  Core  Fund and (c) the  cancellation  of the
    outstanding  shares of Trinity  Core Fund (all of the
    foregoing being referred to as the "Proposal").

    2. To act upon such  other  matters  as may  properly
    come before the Meeting.

    Shareholders  of record at the close of  business  on
    July 9, 2003 are  entitled  to notice of, and to vote
    at,  the   Meeting.   The   Proposal  is  more  fully
    discussed  in the  Proxy  Statement  and  Prospectus.
    Please read it carefully  before  telling us, through
    your  proxy or in  person,  how you wish your  shares
    to be voted.  The Board of Trustees  of Trinity  Core
    Fund  recommends  a vote in  favor  of the  Proposal.
    WE URGE  YOU TO SIGN,  DATE  AND  MAIL  THE  ENCLOSED
    PROXY PROMPTLY.

    By Order of the Board of Trustees,
    Robert G. Zack, Secretary
    June 15, 2003
    [341]

    Shareholders  who do not  expect to attend  the  Meeting
    are  requested to indicate  voting  instructions  on the
    enclosed  proxy and to date,  sign and  return it in the
    accompanying    postage-paid    envelope.    To    avoid
    unnecessary  duplicate mailings, we ask your cooperation
    in  promptly  mailing  your proxy no matter how large or
    small your holdings may be.

    As with all mutual funds,  the  Securities  and Exchange
    Commission  has  not  approved  or   disapproved   these
    securities   or  passed   upon  the   adequacy  of  this
    Prospectus and Proxy Statement.  Any  representation  to
    the contrary is a criminal offense.





Proxy Card

               Oppenheimer Trinity Core Fund

Proxy For a Special Shareholders Meeting of shareholders To
                 Be Held on aUGUST 29, 2003

The  undersigned,  revoking prior proxies,  hereby  appoints
Brian  Wixted,   Philip  Vottiero,   Kate  Ives  and  Philip
Masterson,  and  each  of  them,  as  attorneys-in-fact  and
proxies   of   the   undersigned,   with   full   power   of
substitution,  to  vote  shares  held  in  the  name  of the
undersigned  on the record  date at the  Special  Meeting of
Shareholders  of Oppenheimer  Trinity Core Fund (the "Fund")
to be held at 6803 South Tucson Way,  Centennial,  Colorado,
80112,  on August 29, 2003, at 1:00 P.M.  Mountain  time, or
at any adjournment thereof,  upon the proposals described in
the  Notice of Meeting  and  accompanying  Proxy  Statement,
which have been received by the undersigned.

This proxy is  solicited  on behalf of the  Fund's  Board of
Trustees,  and the  proposal  (set forth on the reverse side
of this  proxy  card)  has  been  proposed  by the  Board of
Trustees.  When properly executed,  this proxy will be voted
as  indicated  on the reverse side or "FOR" a proposal if no
choice is  indicated.  The proxy will be voted in accordance
with  the  proxy  holders'  best  judgment  as to any  other
matters that may arise at the Meeting.

                              VOTE VIA THE TELEPHONE:
                              1-800-597-7836
                              CONTROL NUMBER:  999  9999
                              9999  999

                              Note:  Please  sign this proxy
                              exactly  as your name or names
                              appear   hereon.   Each  joint
                              owner  should  sign.  Trustees
                              and other  fiduciaries  should
                              indicate   the   capacity   in
                              which   they   sign.    If   a
                              corporation,   partnership  or
                              other entity,  this  signature
                              should   be  that  of  a  duly
                              authorized    individual   who
                              should state his or her title.


                              Signature


                              Signature of joint owner, if
                              any


                              Date


 PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY
        AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE



The Proposal:

To approve an Agreement and Plan of  Reorganization  between
Oppenheimer  Main  Street  Fund ("Main  Street  Fund"),  and
Oppenheimer  Trinity Core Fund ("Trinity Core Fund") and the
transactions   contemplated  thereby,   including:  (a)  the
transfer  of  substantially  all the assets of Trinity  Core
Fund to Main Street  Fund in exchange  for Class A, Class B,
Class C,  Class N and  Class Y shares of Main  Street  Fund,
(b) the  distribution  of such shares of Main Street Fund to
the  corresponding  Class A,  Class B,  Class C, Class N and
Class Y  shareholders  of  Trinity  Core  Fund  in  complete
liquidation of Trinity Core Fund,  and (c) the  cancellation
of the outstanding shares of Trinity Core Fund.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.  Example:
[ ]

FOR [___]               AGAINST [___]           ABSTAIN
[---]





Telephone Voting Instructions

                      1.800.597.7836

Vote your OppenheimerFunds proxy over the phone
Voting your proxy is important.
And now OppenheimerFunds has
made it easy.  Vote at your
convenience, 24 hours a day, and
save postage costs, ultimately
reducing fund expenses.  Read
your Proxy Card carefully.  To
exercise your proxy, just follow
these simple steps:

1.    Call the toll free number: 1.800.597.7836.

2.    Enter the 14-digit Control Number, located on your
      Proxy Card.

3.    Follow the voice instructions.

If vote by phone, please do not mail your Proxy Card.






OPPENHEIMER MAIN STREET FUND, A SERIES OF OPPENHEIMER MAIN
                     STREET FUNDS, INC.
      6803 South Tucson Way, Centennial, CO 80112-3924
                       1.800.225.5677

          COMBINED PROSPECTUS AND PROXY STATEMENT
                    DATED JUNE 15, 2003

 Acquisition of the Assets of OPPENHEIMER TRINITY CORE FUND
     498 Seventh Avenue, 10th Floor, New York, New York
                            10018
                       1-800-525-7048

 By and in exchange for Class A, Class B, Class C, Class N
                   and Class Y shares of
                OPPENHEIMER MAIN STREET FUND

      This combined  Prospectus and Proxy Statement solicits
proxies from the  shareholders  of Oppenheimer  Trinity Core
Fund ("Trinity Core Fund") to be voted at a Special  Meeting
of  Shareholders  (the  "Meeting")  to approve the Agreement
and Plan of Reorganization (the "Reorganization  Agreement")
and   the    transactions    contemplated    thereby    (the
"Reorganization")  between Trinity Core Fund and Oppenheimer
Main  Street  Fund   ("Main   Street   Fund")  a  series  of
Oppenheimer   Main  Street   Funds,   Inc.   This   combined
Prospectus and Proxy  Statement  constitutes  the Prospectus
of Main Street Fund and the Proxy  Statement of Trinity Core
Fund  filed on Form N-14 with the  Securities  and  Exchange
Commission  ("SEC").  If  shareholders  vote to approve  the
Reorganization  Agreement  and the  Reorganization,  the net
assets  of  Trinity  Core Fund  will be  acquired  by and in
exchange  for shares of Main Street  Fund.  The Meeting will
be held at the  offices of  OppenheimerFunds,  Inc.  at 6803
South  Tucson Way,  Centennial,  CO 80112 on August 29, 2003
at 1:00  P.M.  Mountain  time.  The  Board  of  Trustees  of
Trinity Core Fund is  soliciting  these proxies on behalf of
Trinity Core Fund.  This Prospectus and Proxy Statement will
first be sent to shareholders on or about July 14, 2003.

      If   the    shareholders    vote   to   approve    the
Reorganization  Agreement,  you will receive  Class A shares
of Main  Street  Fund  equal in value to the value as of the
Valuation  Date (as such term is  defined  in the  Agreement
and Plan of Reorganization  attached hereto as Exhibit A) of
your Class A shares of Trinity Core Fund;  Class B shares of
Main  Street  Fund  equal in  value  to the  value as of the
Valuation  Date of your Class B shares of Trinity Core Fund;
Class C shares  of Main  Street  Fund  equal in value to the
value as of the  Valuation  Date of your  Class C shares  of
Trinity Core Fund;  Class N shares of Main Street Fund equal
in  value  to the  value  as of the  Valuation  Date of your
Class N shares of Trinity  Core Fund;  and Class Y shares of
Main  Street  Fund  equal in  value  to the  value as of the
Valuation  Date  of your  Class Y  shares  of  Trinity  Core
Fund.   Trinity  Core  Fund  will  then  be  liquidated  and
de-registered  under the Investment Company Act of 1940 (the
"Investment  Company  Act").  Main Street Fund will preserve
the name to  "Oppenheimer  Main Street Fund"  following  the
Reorganization.

      Main Street Fund's investment objective is to seek a
high total return. Main Street Fund invests mainly in
common stocks of U.S. companies of different capitalization
ranges, presently focusing on large-capitalization
issuers.  It also can buy debt securities, such as bonds
and debentures, but does not currently emphasize these
investments.

This Prospectus and Proxy Statement gives  information about
Class A,  Class B,  Class C,  Class N and  Class Y shares of
Main  Street  Fund that you should  know  before  investing.
You should  retain it for future  reference.  A Statement of
Additional   Information   relating  to  the  Reorganization
described  in this  Prospectus  and Proxy  Statement,  dated
June  12,  2003,   (the  "Proxy   Statement  of   Additional
Information")   has  been  filed  with  the  Securities  and
Exchange  Commission  ("SEC")  as part  of the  Registration
Statement on Form N-14 (the  "Registration  Statement")  and
is  incorporated  herein  by  reference.  You may  receive a
copy by writing  request to the Transfer Agent or by calling
toll-free  as  detailed   above.   The  Proxy  Statement  of
Additional  Information  includes the  following  documents:
(i) Annual and  Semi-Annual  Reports dated July 31, 2002 and
January 31, 2003,  respectively,  of Trinity Core Fund; (ii)
the Annual and  Semi-Annual  Reports  dated  August 31, 2002
and  February 28,  2003,  respectively  of Main Street Fund;
(iii) the  Prospectus  of Trinity Core Fund dated  September
24,  2002  as  supplemented   November  1,  2002;  (iv)  the
Statement  of  Additional  Information  of Trinity Core Fund
dated  September 24, 2002 as revised  October 15, 2002,  and
as supplemented  January 2, 2003 and March 31, 2003; (v) the
Statement  of  Additional  Information  of Main  Street Fund
dated October 23, 2002, as supplemented April 30, 2003.

      The  Prospectus  of Main Street Fund dated October 23,
2002,  as  supplemented  April 30, 2003,  is attached to and
considered  a part of this  Prospectus  and Proxy  Statement
and is intended to provide you with  information  about Main
Street Fund.

      The following  documents  have been filed with the SEC
and are  available  without  charge upon written  request to
OppenheimerFunds  Services  (the  "Transfer  Agent")  or  by
calling the toll-free  number shown above:  (i) a Prospectus
for  Trinity  Core  Fund,   dated  September  24,  2002,  as
supplemented   November  1,  2002;   (ii)  a  Statement   of
Additional   Information   for  Trinity  Core  Fund,   dated
September  24, 2002,  as revised  October 15,  2002,  and as
supplemented  January 2, 2003 and March 31, 2003;  and (iii)
a Statement of Additional  Information for Main Street Fund,
dated October 23, 2002, as supplemented April 30, 2003.

Mutual fund shares are not  deposits or  obligations  of any
bank,  and are not  insured  or  guaranteed  by the  Federal
Deposit Insurance  Corporation or any other U.S.  government
agency.   Mutual  fund  shares  involve   investment   risks
including the possible loss of principal.

This Prospectus and Proxy Statement is dated June 15, 2003.







                     TABLE OF CONTENTS
          COMBINED PROSPECTUS AND PROXY STATEMENT


Page
----
Synopsis
      What    am    I    being    asked    to    vote    on? ..............   6
      What are the general tax consequences of the Reorganization?.........   7
Comparisons of Some Important Features
      How do the investment objectives and policies of the Funds compare?...  7
      Who manages the Funds?................................................. 8
      What are the fees and  expenses of each Fund and those
expected after the Reorganization?........................................    8
      Where can I find more financial  information about the Funds?.......   13
      How have the  Funds  performed?........................................14
      What   are   other   Key   Features   of  the   Funds? ..............  19
      Investment       Management       and       Fees ......................19
      Transfer    Agency    and    Custody    Services.......................20
      Distribution Services..................................................20
      Purchases,  Redemptions,   Exchanges  and  other Shareholder Services. 21
      Dividends and Distributions .........................................  21
      What are the Principal  Risks of an Investment in Main Street Fund?.   21
Reasons for the Reorganization
Information about the Reorganization
      How will the Reorganization be carried out? .......................    23
      Who  will  pay  the  Expenses  of the  Reorganization? ............    24
      What are the Tax  Consequences of the  Reorganization?  ...........    24
      What  should I know  about  Class A, Class B, Class C,
      Class  N and  Class Y  shares  of  Main  Street  Fund? .............   25
      What are the  capitalizations  of the  Funds  and what
      might the capitalizations be after the Reorganization?...............  25
Comparison of Investment Objectives and Policies
      Are  there any  significant  differences  between  the
      investment objectives and strategies of the Funds?..................   27
      What are the main risks  associated with investment in the Funds?...   27
      How do the investment policies of the Funds compare?............. .    27
      What are the fundamental investment restrictions of the Funds?......   29
      How do the Account Features and Shareholder Services
      for the Funds Compare?.................................................30
      Investment Management ............................................     31
            Distribution...................................................  31
            Purchases and Redemptions...................................     32
            Shareholder Services  ...........................................33
            Dividends and Distributions .................................    33
Voting Information
      How many votes are necessary to approve the Reorganization Agreement?..33
      How  do I  ensure  my  vote  is  accurately  recorded? .........       34
      Can  I   revoke   my   proxy? .........................................34
      What other  matters will be voted upon at the Meeting? ...........     34
      Who is entitled to vote? ......................................        34
      What other solicitations will be made? ........................        35
      Are there any appraisal rights? ..............................         35
Information about Main Street Fund
Information about Trinity Core Fund
Principal Shareholders
Exhibit  A -  Agreement  and Plan of  Reorganization  by and
between  Oppenheimer Trinity Core Fund, and Oppenheimer Main
Street Fund

Enclosures:
Prospectus of Oppenheimer Main Street Fund, dated October
23, 2002, as supplemented April 30, 2003.
Annual Report of Main Street Fund dated August 31, 2002.






                          SYNOPSIS

      This  is  only  a  summary  and  is  qualified  in its
entirety by the more  detailed  information  contained in or
incorporated  by  reference  in this  Prospectus  and  Proxy
Statement  and  by the  Reorganization  Agreement  which  is
attached  as  Exhibit  A.   Shareholders   should  carefully
review  this   Prospectus   and  Proxy   Statement  and  the
Reorganization   Agreement   in  their   entirety   and,  in
particular,  the  current  Prospectus  of Main  Street  Fund
which  accompanies  this  Prospectus and Proxy Statement and
is incorporated herein by reference.

      Shareholders    of   Trinity    Core   Fund    holding
certificates  representing their shares will not be required
to  surrender  their  certificates  in  connection  with the
reorganization.  However,  former  shareholders  of  Trinity
Core Fund whose shares are represented by outstanding  share
certificates  will not be  allowed to  redeem,  transfer  or
pledge  shares  of Main  Street  Fund  they  receive  in the
Reorganization   until  the  exchanged   Trinity  Core  Fund
certificates have been returned to the Transfer Agent.

What am I being asked to vote on?

      Your  Fund's  investment  manager,   OppenheimerFunds,
Inc.  (the  "Manager"),  proposed to the Board of Trustees a
reorganization  of your Fund,  Trinity  Core Fund,  with and
into Main Street Fund so that  shareholders  of Trinity Core
Fund may become shareholders of a substantially  larger fund
advised  by  the  same  investment  advisor  with  generally
historically   comparable   performance,    and   investment
objectives,  policies,  and strategies very similar to those
of their  current Fund.  In addition,  portfolio  management
of the surviving  Main Street Fund will be the same one that
manages  Trinity Core Fund.  The Board also  considered  the
fact that the  surviving  fund has the  potential  for lower
overall   operating   expenses.   In  addition,   the  Board
considered  that both  Funds have Class A, Class B, Class C,
Class N and Class Y shares  offered  under  identical  sales
charge  arrangements.  The Board  also  considered  that the
Reorganization  would  be  a  tax-free  reorganization,  and
there  would be no sales  charge  imposed in  effecting  the
Reorganization.   In   addition,   due  to  the   relatively
moderate  costs of the  reorganization,  the  Boards of both
Funds concluded that neither Fund would experience  dilution
as a result of the Reorganization.

      A  reorganization  of Trinity  Core Fund with and into
Main Street Fund is  recommended by the Manager based on the
fact that both Funds have very similar investment  policies,
practices and objectives.

      At a  meeting  held on April  17,  2003,  the Board of
Trustees  of Trinity  Core Fund  approved  a  reorganization
transaction that will, if approved by  shareholders,  result
in the  transfer  of the net assets of Trinity  Core Fund to
Main Street  Fund,  in exchange for an equal value of shares
of Main  Street  Fund.  The shares of Main  Street Fund will
then be  distributed to Trinity Core Fund  shareholders  and
Trinity  Core  Fund will be  liquidated.  As a result of the
Reorganization,  you  will  cease  to  be a  shareholder  of
Trinity  Core  Fund and will  become a  shareholder  of Main
Street Fund.  This  exchange  will occur on the Closing Date
(as  such  term is  defined  in the  Agreement  and  Plan of
Reorganization   attached   hereto  as  Exhibit  A)  of  the
Reorganization.

      Approval of the Reorganization  means you will receive
Class A shares  of Main  Street  Fund  equal in value to the
value as of the  Valuation  Date of your  Class A shares  of
Trinity Core Fund;  Class B shares of Main Street Fund equal
in  value  to the  value  as of the  Valuation  Date of your
Class B shares of Trinity Core Fund;  Class C shares of Main
Street Fund equal in value to the value as of the  Valuation
Date of your  Class C shares of Trinity  Core Fund;  Class N
shares of Main  Street  Fund  equal in value to the value as
of the  Valuation  Date of your  Class N shares  of  Trinity
Core Fund;  and Class Y shares of Main  Street Fund equal in
value as of the  Valuation  Date of your  Class Y shares  of
Trinity Core Fund.  The shares you receive will be issued at
net asset value  without a sales  charge or the payment of a
contingent  deferred sales charge ("CDSC")  although if your
shares of  Trinity  Core Fund are  subject  to a CDSC,  your
Main Street  Fund shares will  continue to be subject to the
same CDSC applicable to your shares.

      For the  reasons  set  forth in the  "Reasons  for the
Reorganization"  section, the Board of Trinity Core Fund has
determined that the  Reorganization is in the best interests
of the shareholders of Trinity Core Fund.

       THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
    TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION

What are the general tax consequences of the Reorganization?

      It is expected that  shareholders of Trinity Core Fund
who are U.S.  citizens  will not  recognize any gain or loss
for  federal  income  tax  purposes,  as  a  result  of  the
exchange  of their  shares for shares of Main  Street  Fund.
You should, however,  consult your tax advisor regarding the
effect,  if any,  of the  Reorganization  in  light  of your
individual  circumstances.  You should also consult your tax
advisor about state and local tax consequences.  For further
information    about   the   tax    consequences    of   the
Reorganization,   please  see  the  "Information  About  the
Reorganization--What   are  the  Tax   Consequences   of  the
Reorganization?"

           COMPARISONS OF SOME IMPORTANT FEATURES

How do the investment objectives and policies of the Funds
compare?

      Trinity  Core Fund and Main Street  Fund have  similar
investment   objectives.   Trinity  Core  Fund's  investment
objective  is to seek  long-term  growth  of  capital.  Main
Street Fund's  investment  objective is to seek a high total
return.  In seeking  their  investment  objectives,  Trinity
Core Fund and Main Street Fund  utilize a similar  investing
strategy.  Trinity Core Fund  invests in common  stocks that
are  included in the S&P 500.  Main  Street  Fund  currently
invests  mainly  in  common  stocks  of  U.S.  companies  of
different   capitalization  ranges,  presently  focusing  on
large-capitalization  issuers. Both funds are managed with a
quantitative  investment  process.  Both  Funds  invest in a
similar  universe of  companies,  although Main Street has a
larger potential investment universe.

      Please refer to the Annual and Semi-Annual  Reports of
both Funds for a complete  listing  of the  investments  for
each Fund.

Who Manages the Funds?

      The day-to-day  management of the business and affairs
of each Fund is the  responsibility of the Manager.  Trinity
Core Fund is an open-end diversified  investment  management
company with an  unlimited  number of  authorized  shares of
beneficial  interest  organized as a Massachusetts  business
trust on May 6, 1999.  It commenced  operations on September
1,  1999.  Trinity  Core  Fund is  governed  by a  Board  of
Trustees,  which is responsible for protecting the interests
of shareholders  under  Massachusetts law. Trinity Core Fund
is  located  at 498  Seventh  Avenue,  New  York,  New  York
10018.

      Main Street Fund, a series of Oppenheimer  Main Street
Funds,   Inc.  is  an   open-end,   diversified   investment
management  company with an unlimited  number of  authorized
shares  of  beneficial  interest  organized  as  a  Maryland
Corporation  on September 30, 1996. It commenced  operations
on  February  3, 1988.  Main  Street  Fund is  governed by a
Board of Trustees,  which is responsible  for protecting the
interests of  shareholders  under  Massachusetts  law.  Main
Street Fund is located at 498 Seventh Avenue,  New York, New
York 10018.

      The Manager,  located at 498 Seventh Avenue, New York,
New York 10018,  acts as  investment  advisor to both Funds.
The Manager has engaged a  Sub-Advisor,  Trinity  Investment
Management   Corporation,   to  select  securities  for  the
portfolio  of  Trinity   Core  Fund.   The  members  of  the
portfolio  management team for Trinity Core Fund, Blake Gall
and Daniel  Burke,  are employees of the  Sub-Advisor.  They
have  been the  portfolio  managers  for the Fund  since the
Fund's commencement of operations on September 1, 1999.

      The  portfolio  managers  for  Main  Street  Fund  are
Charles  Albers and  Nikolaos  Monoyios.  Charles  Albers is
Senior Vice President  (since April 1998) of the Manager;  a
Certified  Financial Analyst;  an officer of 6 portfolios in
the OppenheimerFunds  complex; and formerly a Vice President
and portfolio  manager for Guardian Investor  Services,  the
investment   management  subsidiary  of  The  Guardian  Life
Insurance  Company from 1972 to 1998.  Nikolaos  Monoyios is
Vice  President of the Manager  since April 1998; an officer
of  4  portfolios  in  the   OppenheimerFunds   complex;   a
Certified  Financial Analyst;  and formerly a Vice President
and portfolio  manager for Guardian Investor  Services,  the
investment   management  subsidiary  of  The  Guardian  Life
Insurance Company from 1979 to 1998.

      Additional   information   about  the  Funds  and  the
Manager  is set forth  below in  "Comparison  of  Investment
Objectives and Policies."

What are the  Fees  and  Expenses  of each  Fund  and  those
expected after the Reorganization?

      Trinity  Core  Fund and Main  Street  Fund  each pay a
variety  of  expenses   directly  for  management  of  their
assets,  administration and distribution of their shares and
other  services.  Those  expenses are  subtracted  from each
Fund's  assets to calculate  the fund's net asset values per
share.   Shareholders   pay   these   expenses   indirectly.
Shareholders  pay  other  expenses  directly,  such as sales
charges.

The  following  tables are  provided to help you  understand
and compare the fees and  expenses of investing in shares of
Trinity  Core Fund with the fees and  expenses of  investing
in shares of Main  Street  Fund.  The pro forma  expenses of
the  surviving  Main  Street  Fund  show  what  the fees and
expenses  are  expected  to be after  giving  effect  to the
Reorganization.

                         FEE TABLE
           For the 12 month period ended 3/31/03

------------------------------------------------------------------------------------
                                                                Pro Forma
                       Trinity Core Fund   Main Street Fund     Surviving Main
                       Class A shares      Class A Shares       Street Fund Class
                                                                A shares
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Maximum Sales
  Charge (Load) on
  purchases  (as a            5.75%               5.75%                5.75%
   % of offering
  price)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Maximum Deferred
  Sales Charge (Load)
  (as a % of the
  lower of the
  original offering           None1               None1                None1
  price or redemption
  proceeds)
------------------------------------------------------------------------------------

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

Annual Fund Operating Expenses (as a percentage of average daily net assets)

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Management Fees             0.75%               0.46%                0.46%
------------------------------------------------------------------------------------
  Distribution and/or
  Service (12b-1) Fees        0.22%               0.25%                0.25%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Other Expenses4             1.06%               0.28%                0.28%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Total Fund
  Operating Expenses          2.03%               0.99%                0.99%
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
                                                                Pro Forma
                       Trinity Core Fund   Main Street Fund     Surviving Main
                       Class B shares      Class B Shares       Street Fund Class
                                                                B shares
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

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

Annual Fund Operating Expenses (as a percentage of average daily net assets)

------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Management Fees             0.75%               0.46%                0.46%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Distribution and/or
  Service (12b-1) Fees        1.00%               1.00%                1.00%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Other Expenses4             1.13%               0.33%                0.33%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
  Total Fund
  Operating Expenses          2.88%               1.79%                1.79%
------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------
                                                               Pro Forma
                       Trinity Core Fund   Main Street Fund    Surviving Main
                       Class C Shares      Class C Shares      Street Fund
                                                               Class C Shares
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

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

Annual Fund Operating Expenses (as a percentage of average daily net assets)

-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Management Fees             0.75%               0.46%               0.46%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Distribution and/or
  Service (12b-1) Fees        1.00%               1.00%               1.00%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Other Expenses4             0.98%               0.29%               0.29%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Total Fund
  Operating Expenses          2.73%               1.75%               1.75%

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

-----------------------------------------------------------------------------------
                                                                Pro Forma
                       Trinity Core Fund   Main Street Fund     Surviving Main
                       Class N shares      Class N Shares       Street Fund Class
                                                                N shares
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)

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




Annual Fund Operating Expenses (as a percentage of average daily net assets)

-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Management Fees             0.75%               0.46%               0.46%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Distribution and/or
  Service (12b-1) Fees        0.50%               0.50%               0.50%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Other Expenses4             0.63%               0.12%               0.12%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Total Fund
  Operating Expenses          1.88%               1.08%               1.08%
-----------------------------------------------------------------------------------

-----------------------------------------------------------------------------------
                                                                Pro Forma
                       Trinity Core Fund   Main Street Fund     Surviving Main
                       Class Y Shares      Class Y Shares       Street Fund Class
                                                                Y Shares
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Maximum Sales
  Charge (Load) on            None                None                None
  purchases  (as a
  %  of offering
  price)
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Maximum Deferred
  Sales Charge (Load)         None                None                None
  (as a % of the
  lower of the
  original offering
  price or redemption
  proceeds)
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

Annual Fund Operating Expenses (as a percentage of average daily net assets)

-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Management Fees             0.75%               0.46%               0.46%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Distribution and/or
  Service (12b-1) Fees         N/A                 N/A                 N/A
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Other Expenses4             0.45%               0.45%               0.45%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
  Total Fund
  Operating Expenses          1.20%               0.91%               0.91%
-----------------------------------------------------------------------------------

Note:  Expenses may vary in future years.
1. A   contingent   deferred   sales  charge  may  apply  to
redemptions  of  investments of $1 million or more ($500,000
for retirement  plan  accounts) of Class A shares.  See "How
to Buy Shares" in each Fund's Prospectus.
2. Applies  to  redemptions  within  the  first  year  after
purchase.  The contingent  deferred sales charge declines to
1% in the sixth year and is eliminated after that.
3.    Applies  to  shares   redeemed  within  12  months  of
   purchase.
4.    Other  Expenses   include   transfer  agent  fees  and
   custodial, accounting and legal expenses.
5.    Applies  to  shares   redeemed  within  18  months  of
   retirement plan's first purchase of Class N shares.

Examples

      These  examples below are intended to help you compare
the  cost  of  investing  in  each  Fund  and  the  proposed
surviving  Main  Street  Fund.   These  examples  assume  an
annual return for each class of 5%, the  operating  expenses
described  above  and  reinvestment  of your  dividends  and
distributions.

      Your  actual  costs  may be  higher  or lower  because
expenses will vary over time.  For each $10,000  investment,
you would pay the following  projected  expenses if you sold
your  shares  after the  number of years  shown or held your
shares  for the  number  of years  show  without  redeeming,
according to the following examples.

12 Months Ended 3/31/03
-----------------------
                     Trinity Core Fund
-----------------------------------------------------------------------------------------
If shares are redeemed:   1 year          3 years         5 years        10 years
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A                   $769            $1,175          $1,605         $2,798
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class B                   $791            $1,192          $1,718         $2,8191
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class C                   $376            $847            $1,445         $3,061
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class N                   $291            $591            $1,016         $2,201
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class Y                   $122            $381            $660           $1,455
-----------------------------------------------------------------------------------------

                     Trinity Core Fund
-----------------------------------------------------------------------------------------
If    shares    are   not 1 year          3 years         5 years        10 years
redeemed:
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A                   $769            $1,175          $1,605         $2,798
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class B                   $291            $892            $1,518         $2,8191
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class C                   $276            $847            $1,445         $3,061
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class N                   $191            $591            $1,016         $2,201
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class Y                   $122            $381            $660           $1,455
-----------------------------------------------------------------------------------------

                      Main Street Fund
-----------------------------------------------------------------------------------------
If shares are redeemed:   1 year          3 years         5 years        10 years
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A                   $670            $872            $1,091         $1,718
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class B                   $682            $863            $1,170         $1,7011
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class C                   $278            $551            $949           $2,062
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class N                   $210            $343            $595           $1,317
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class Y                   $93             $290            $504           $1,120
-----------------------------------------------------------------------------------------

                      Main Street Fund
-----------------------------------------------------------------------------------------
If    shares    are   not 1 year          3 years         5 years        10 years
redeemed:
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A                   $670            $872            $1,091         $1,718
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class B                   $182            $563            $970           $1,7011
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class C                   $178            $551            $949           $2,062
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class N                   $110            $343            $595           $1,317
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class Y                   $93             $290            $504           $1,120
-----------------------------------------------------------------------------------------

            Pro Forma Surviving Main Street Fund
-----------------------------------------------------------------------------------------
If shares are redeemed:   1 year          3 years         5 years        10 years
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A                   $670            $872            $1,091         $1,718
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class B                   $682            $863            $1,170         $1,7011
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class C                   $278            $551            $949           $2,062
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class N                   $210            $343            $595           $1,317
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class Y                   $93             $290            $504           $1,120
-----------------------------------------------------------------------------------------

            Pro Forma Surviving Main Street Fund
-----------------------------------------------------------------------------------------
If    shares    are   not 1 year          3 years         5 years        10 years
redeemed:
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class A                   $670            $872            $1,091         $1,718
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class B                   $182            $563            $970           $1,7011
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class C                   $178            $551            $949           $2,062
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class N                   $110            $343            $595           $1,317
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Class Y                   $93             $290            $504           $1,120
-----------------------------------------------------------------------------------------
In the "If shares are redeemed"  examples,  expenses include
the  initial  sales  charge  for Class A and the  applicable
Class  B,  Class C and  Class N  contingent  deferred  sales
charge.  In the "If shares are not  redeemed"  example,  the
Class A expenses include the intial sales charge,  but Class
B,  Class  C  and  Class  N  expenses  do  not  include  the
contingent deferred sales charges.
1 Class B  expenses  for  years 7  through  10 are  based on
Class  A  expenses,   since  Class  B  shares  automatically
convert to Class A after 6 years.

Where can I find more financial information about the Funds?

      Performance  information for both Main Street Fund and
Trinity  Core  Fund is set forth in each  Fund's  Prospectus
under  the  section  "The  Fund's  Past  Performance."  Main
Street Fund's  Prospectus  accompanies  this  Prospectus and
Proxy Statement and is incorporated by reference.

      The  financial  statements  of Main  Street  Fund  and
additional  information  with  respect  to  its  performance
during its fiscal  year ended  August 31,  2002 (and the six
month   semi-annual   period  ended   February  28,   2003),
including a discussion of factors that  materially  affected
its  performance  and  relevant  market  conditions,  is set
forth in Main Street Fund's Annual and  Semi-Annual  Reports
dated  as  of  August  31,  2002  and   February  28,  2003,
respectively,  that are  included in the Proxy  Statement of
Additional    Information   and   incorporated   herein   by
reference.  These documents are available upon request.  See
section entitled "Information About Main Street Fund."

      The  financial  statements  of  Trinity  Core Fund and
additional   information   with   respect   to  the   Fund's
performance  during its fiscal year ended July 31, 2002 (and
the six month  semi-annual  period ended  January 31, 2003),
including a discussion of factors that  materially  affected
its  performance  and  relevant  market  conditions,  is set
forth in Trinity Core Fund's Annual and Semi-Annual  Reports
dated  as  of  July  31,   2002  and   January   31,   2003,
respectively,  that are  included in the Proxy  Statement of
Additional    Information   and   incorporated   herein   by
reference.  The Annual  Report is enclosed  herewith and the
Semi-Annual  Report is  available  on  request.  See section
entitled "Information About Trinity Core Fund."

How have the Funds performed?

      The following past  performance  information  for each
Fund is set forth below:  (i) a bar chart  detailing  annual
total  returns of Class A shares of each Fund as of December
31st for each of the full  calendar  years since each Fund's
inception;  and (ii) a table showing how the average  annual
total returns of each Funds'  shares,  both before and after
taxes,  compare to those of a borad-based  market index. The
after-tax  returns  are show for Class A shares of each Fund
only  and  are  calculated  using  the  historical   highest
individual  federal  marginal  income  tax  rates in  effect
during the  periods  show,  and do not reflect the impact of
state or local taxes.  The  after-tax  returns for the other
classes of shares will vary.  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 results 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 both
before and after taxes,  is not necessarily an indication of
how the Fund will perform in the future.

Annual  Total  Returns  for  Oppenheimer  Trinity  Core Fund
(Class A)(as of 12/31)

Sales charges are not included in the calculations of
return in this bar chart, and if those charges were
included, the returns may be less than those shown.
For the period from 1/1/03 through 3/31/03 the cumulative
return (not annualized) for Class A shares before taxes was
-2.76%.
During the period shown in the bar chart, the highest
return for Oppenheimer Trinity Core Fund (not annualized)
for a calendar quarter was 10.78% (4Q'01) and the lowest
return (not annualized) for a calendar quarter was -17.99%
(3Q'02).

Annual Total Returns for Oppenheimer Main Street Fund
(Class A)(as of 12/31)

Sales charges are not included in the calculations of
return in this bar chart, and if those charges were
included, the returns may be less than those shown.
For the period from 1/1/03 through 3/31/03 the cumulative
return (not annualized) for Class A shares before taxes was
-3.31%. During the period shown in the bar chart, the
highest return for Oppenheimer Main Street Fund (not
annualized) for a calendar quarter was 22.06% (4Q'98) and
the lowest return (not annualized) for a calendar quarter
was -16.50% (3Q'02).


--------------------------------------------------------------------------------
Trinity Core Fund                        Past       Past 5 years Past 10-years
                                           1-year       (or           (or
                                                    life-of-classlife-of-class)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares Return Before Taxes        -26.99%     -13.51%         N/A
(inception 9/1/99)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares Return After Taxes         -26.99%     -13.52%         N/A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares Return After Taxes on      -16.44%     -10.41%         N/A
Distributions and Sale of Fund Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
S&P 500 Index (from 8/31/99)              -22.09%     -10.25%         N/A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trinity  Core  Fund  Class B  (inception  -27.06%     -13.50%         N/A
9/1/99)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trinity  Core  Fund  Class C  (inception  -24.05%     -12.70%         N/A
9/17/99)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trinity  Core  Fund  Class N  (inception  -23.39%     -15.70%         N/A
3/1/01)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Trinity  Core  Fund  Class Y  (inception  -22.08%     -11.09%         N/A
9/1/99)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Main Street Fund
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares Return Before Taxes        -24.05%      -1.70%        8.89%
(inception 2/3/88)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares Return After Taxes         -24.27%      -2.68%        7.21%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Class A Shares Return After Taxes on      -14.65%      -1.25%        6.98%
Distributions and Sale of Fund Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
S&P 500 Index (from 12/31/92)             -22.09%      -0.58%        9.34%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Main Street Fund Class B (inception       -20.06%      -1.60%        7.07%*
10/3/94)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Main Street Fund Class C (inception       -20.00%      -1.27%        6.66%*
12/1/93)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Main  Street  Fund  Class  N  (inception  -19.48%     -13.75%*        N/A
3/1/01)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Main  Street  Fund  Class  Y  (inception  -19.29%      -0.34%        4.36%*
11/1/96)
--------------------------------------------------------------------------------
*Or life-of-class

Average  annual  total  returns for the Funds for the period
ended March 31, 2003 are as follows:


---------------------------------------------------------------------------------
                                         Past       Past 5-years  Past 10 years
                                           1-year   (or           (or
                                                    life-of-class)life-of-class)
Trinity Core Fund
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Trinity Core Fund Class A (inception      -24.76%      -3.06%*         N/A
9/1/99)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
S & P 500 Index (from 8/31/99)            -24.75%      -3.76%        -10.38%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Trinity Core Fund Class B (inception      -25.21%      -3.80%*         N/A
9/1/99)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Trinity Core Fund Class C (inception      -25.27%      -3.79%*         N/A
9/1/99)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Trinity Core Fund Class N (inception      -24.67%   -13.67%*           N/A
3/1/01)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Trinity  Core  Fund  Class Y  (inception  -24.22%      -2.89%*         N/A
9/1/99)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Main Street Fund
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Main Street Fund Class A (inception       -23.03%      -3.06%         8.31%
2/3/88)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
S & P 500 Index (from 12/31/98)           -24.75%      -3.76%         8.53%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Main Street Fund Class B (inception       -23.66%      -3.80%         6.34%*
10/3/94)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Main Street Fund Class C (inception       -23.63%      -3.79%         6.07%*
12/1/93)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Main  Street  Fund  Class  N  (inception  -23.14%     -13.67%*         N/A
3/1/01)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Main  Street  Fund  Class  Y  (inception  -22.94%      -2.89%         3.65%*
11/1/96)
---------------------------------------------------------------------------------
*Or life-of-class.
The Funds' average annual total returns in the table
include the applicable sales charges: for Class A shares of
each Fund, the current maximum initial sales charge is
5.75%; for Class B shares of Oppenheimer Trinity Core Fund,
the contingent deferred sales charges is 5% (1-year), 3%
(3-years) and 3% (life-of-class); for Class B shares of
Oppenheimer Main Street Fund, the contingent deferred sales
charges of 5% (1-year), 3% (3-years) and 2% (5 years); and
for Class C and Class N of each fund, 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 the contingent deferred sales charge and uses Class
A performance for the period after conversion. There is no
sales charge on Class Y shares.  The Funds' 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
Funds' Class A shares is compared to the S&P 500 Index, an
unmanaged index of equity securities. Index performance
reflects the reinvestment of income but does not consider
the effect of transaction costs, fees, expenses or taxes.
The Funds may have investments that vary from those in the
index.





  What are other Key Features of the Funds?

                The  description  of certain key features
of  the  Funds  below  is  supplemented  by  each  Fund's
Prospectus  and  Statement  of  Additional   Information,
which are incorporated by reference.

      Investment  Management and Fees - The Manager  manages
the  assets  of  both  Funds  and  makes  their   respective
investment   decisions.   Both   Funds   obtain   investment
management  services from the Manager according to the terms
of management  agreements that are substantially  identical.
Under the management agreements,  each Fund pays the Manager
an advisory fee at the following  rates that decline as each
Fund's assets grow:

---------------------------------------------------------------------------------
           Trinity Core Fund                        Main Street Fund
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
    0.75% of the first $200 million          0.65% of the first $200 million
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
     0.72% of the next $200 million          0.60% of the next $150 million
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
     0.69% of the next $200 million          0.55% of the next $150 million
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
     0.66% of the next $200 million          0.45% in excess of $500 million
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
      0.60% in excess of $800 million
---------------------------------------------------------------------------------
Based on average annual net assets of the respective Fund.

      The  management  fee for  Trinity  Core  Fund  for the
twelve  months ended March 31, 2003 was 0.75% of the average
annual net assets for each class of shares.  The  management
fee for Main Street Fund for the twelve  months  ended March
31,  2003 was 0.46% of the  average  annual  net  assets for
each  class of  shares.  The  12b-1  distribution  plans for
both Funds are substantially  similar.  However,  the "Other
Expenses" the Funds incurred,  including transfer agent fees
and   custodial,   accounting  and  legal   expenses,   have
differed,  with Main Street  Fund's "Other  Expenses"  being
less than those of Trinity  Core Fund  because  Main  Street
Fund is a significantly larger fund.


---------------------------------------------------------------------------------
                 Management Fee  Distribution     Other Expenses Total Annual
                                 and/or 12b-1                    Operating
                                 Fees                            Expense
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Trinity     Core 0.75%           0.22%1           1.06%          2.03%
Fund   Class   A
shares
(12       months
ended 3/31/03)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Main      Street 0.46%           0.25%1           0.28%          0.99%
Fund   Class   A
Shares
(12       months
ended 3/31/03)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Pro Forma -      0.46%           0.25%            0.28%          0.99%
Combined at
3/31/03
---------------------------------------------------------------------------------
"Other Expenses"  include transfer agent fees and custodial,
accounting  and legal  expenses the Funds pay. This chart is
for illustrative purposes only.
1. Class A shares  12b-1 fee is not full 25 basis points due
to monies invested by OppenheimerFunds, Inc.

      The net assets under  management  for Main Street Fund
on  March  31,  2003  were  $9,831,860,565  as  compared  to
$7,750,176  for  Trinity  Core  Fund.   Effective  upon  the
Closing of the  Reorganization,  the management fee rate for
Main Street  Fund is expected to be 0.46% of average  annual
net  assets  based on  combined  assets  of the  Funds as of
March 31, 2003.  Additionally,  the "Other  Expenses" of the
surviving  Fund are  expected  to be the same as the  "Other
Expenses" of Main Street Fund.

      For a detailed  description of each Fund's  investment
management   agreement,   see  the  section  below  entitled
"Comparison  of Investment  Objectives and Policies - How do
the Account Features and Shareholder  Services for the Funds
Compare?"

      Transfer  Agency  and  Custody  Services  - Both Funds
receive  shareholder  accounting and other clerical services
from  OppenheimerFunds  Services in its capacity as transfer
agent  and  dividend  paying  agent.  It acts  on an  annual
per-account  fee  basis  for both  Funds.  The  terms of the
transfer agency  agreement for both Funds are  substantially
similar.

      Citibank, N.A. is the Custodian Bank for Trinity Core
Fund and Main Street Fund. They are located at 399 Park
Avenue, New York, New York 10043.

      Distribution Services - OppenheimerFunds  Distributor,
Inc. (the "Distributor")  acts as the principal  underwriter
in a  continuous  public  offering  of shares of both Funds,
but is not  obligated  to sell a specific  number of shares.
Both Funds have adopted a Service Plan and  Agreement  under
Rule 12b-1 of the  Investment  Company Act for their Class A
shares.  The Service Plan provides for the  reimbursement to
OppenheimerFunds Distributor, Inc. (the "Distributor"),  for
a  portion  of its costs  incurred  in  connection  with the
personal  service  and  maintenance  of  accounts  that hold
Class A shares of the  respective  Funds.  Under the Class A
Service Plans,  reimbursement is made quarterly at an annual
rate that may not  exceed  0.25% of the  average  annual net
assets  of  Class A  shares  of the  respective  Funds.  The
Distributor  currently  uses all of those fees to compensate
dealers,  brokers,  banks and other  financial  institutions
quarterly for providing  personal service and maintenance of
accounts of their  customers that hold Class A shares of the
respective Funds.

      Both  Funds  have  adopted  Distribution  and  Service
Plans and  Agreements  under  Rule  12b-1 of the  Investment
Company  Act for Class B, Class C and Class N shares.  These
plans  compensate the Distributor for its services and costs
in connection with the  distribution of Class B, Class C and
Class N shares and the personal  service and  maintenance of
shareholder  accounts.  Under each Class B and Class C Plan,
the Funds  pay the  Distributor  a service  fee at an annual
rate  of  0.25%  of   average   annual  net  assets  and  an
asset-based  sales  charge  at an  annual  rate of  0.75% of
average  annual  net  assets.  Under  each  Class N Plan the
Funds pay the  Distributor  a service  fee at an annual rate
of 0.25% of average  annual  net  assets and an  asset-based
sales  charge at an annual  rate of 0.25% of average  annual
net  assets.  All fee  amounts  are  computed on the average
annual  net assets of the class  determined  as of the close
of each regular  business day of each Fund. The  Distributor
uses  all of the  service  fees to  compensate  dealers  for
providing  personal  services and maintenance of accounts of
their  customers that hold shares of the Funds.  The Class B
and Class N  asset-based  sales  charge is  retained  by the
Distributor.  After the first year,  the Class C asset-based
sales  charge  is paid to the  broker-dealer  as an  ongoing
concession for shares that have been  outstanding for a year
or more.  The terms of the  Funds'  respective  Distribution
and Service Plans are substantially similar.

      For   a   detailed    description   of   each   Fund's
distribution-related  services, see the section below titled
"Comparison  of Investment  Objectives and Policies - How do
the Account Features and Shareholder  Services for the Funds
Compare?"

      Purchases,    Redemptions,    Exchanges    and   other
Shareholder   Services   -  Both   Funds   have   the   same
requirements  and restrictions in connection with purchases,
redemptions  and  exchanges.  In  addition,  each  Fund also
offers  the  same  types  of  shareholder   services.   More
detailed  information   regarding  purchases,   redemptions,
exchanges  and  shareholder  services  can be found below in
the  section   below  titled   "Comparison   of   Investment
Objectives  and  Policies - How do the Account  Features and
Shareholder Services for the Funds Compare?"

      Dividends  and  Distributions  -  Both  Funds  declare
dividends  separately  for  each  class of  shares  from net
investment  income  annually  and  pay  those  dividends  to
shareholders  in December on a date selected by the Board of
each Fund.

      For a detailed  description  of each Fund's  policy on
dividends  and  distributions,   see  the  section  entitled
"Comparison  of Investment  Objectives and Policies - How do
the Account Features and Shareholder  Services for the Funds
Compare?"

What are the Principal Risks of an Investment in Main
Street Fund?

      As with most  investments,  investments in Main Street
Fund and Trinity  Core Fund involve  risks.  There can be no
guarantee  against  loss  resulting  from an  investment  in
either  Fund,  nor can there be any  assurance  that  either
Fund  will  achieve  its  investment  objective.  The  risks
associated  with an  investment  in each  Fund are  similar.
Because  both  Funds  invest  primarily  in  stocks  of U.S.
companies,  the  value  of  each  Fund's  portfolio  will be
affected by changes in the U.S.  stock  markets.  The prices
of individual  stocks do not all move in the same  direction
uniformly  at the  same  time  and the  volatility  of their
prices at times may be great. A particular  company's  stock
price  can  be  affected  by,  among  other  things,  a poor
earnings report,  loss of major customers,  major litigation
against the company,  or changes in  government  regulations
affecting the company or its industry.

      For more  information  about the  risks of the  Funds,
see "What are the Main Risks  Associated with Investments in
the Funds?"  under the  heading  "Comparison  of  Investment
Objectives and Policies."

               REASONS FOR THE REORGANIZATION

      At a meeting of the Board of Trustees of Trinity  Core
Fund held April 17, 2003,  the Board  considered  whether to
approve  the  proposed   Reorganization   and  reviewed  and
discussed  with the Manager and  independent  legal  counsel
the  materials  provided  by  the  Manager  relevant  to the
proposed  Reorganization.  Included  in  the  materials  was
information   with   respect   to  the   Funds'   respective
investment   objectives  and  policies,   management   fees,
distribution fees and other operating  expenses,  historical
performance and asset size.

      The  Board  reviewed  information  demonstrating  that
Trinity  Core  Fund  is  a  relatively   smaller  fund  with
approximately  $7,750,176  in net  assets  as of  March  31,
2003. The Board  anticipates that Trinity Core Fund's assets
will  not  increase   substantially  in  size  in  the  near
future.  In comparison,  Main Street Fund had  approximately
$9,831,860,565  in net  assets as of March 31,  2003.  After
the  Reorganization,  the  shareholders of Trinity Core Fund
would  become   shareholders   of  a  larger  fund  that  is
anticipated  to have lower overall  operating  expenses than
Trinity   Core  Fund.   Economies   of  scale  may   benefit
shareholders of Trinity Core Fund.

      The Board  considered  the fact that both  Funds  have
similar  investment  objectives.   Additionally,  the  Board
considered  that both Funds invest a substantial  portion of
their assets in common stocks of U.S. companies.

      The Board  noted that Main  Street  Fund's  management
fee is currently  lower than that of Trinity Core Fund.  The
Board also  considered  that Main Street Fund's  performance
has been slightly better than that of Trinity Core Fund.

      The Board  also  considered  that the  procedures  for
purchases,  exchanges  and  redemptions  of  shares  of both
Funds  are  identical  and that  both  Funds  offer the same
investor services and options.

      The Board also  considered the terms and conditions of
the  Reorganization,  including that there would be no sales
charge imposed in effecting the  Reorganization and that the
Reorganization is expected to be a tax-free  reorganization.
The Board  concluded that Trinity Core Fund's  participation
in the  transaction is in the best interests of the Fund and
that the  Reorganization  would not result in a dilution  of
the  interests  of  existing  shareholders  of Trinity  Core
Fund.

      After  consideration  of the above  factors,  and such
other factors and  information  as the Board of Trinity Core
Fund deemed relevant,  the Board, including the Trustees who
are not  "interested  persons" (as defined in the Investment
Company  Act) of either  Trinity  Core  Fund or the  Manager
(the  "Independent  Trustees"),   unanimously  approved  the
Reorganization  and the  Reorganization  Agreement and voted
to  recommend  its approval to the  shareholders  of Trinity
Core Fund.

      The Board of Main  Street  Fund also  determined  that
the  Reorganization was in the best interests of Main Street
Fund and its  shareholders and that no dilution would result
to those  shareholders.  Main  Street Fund  shareholders  do
not vote on the  Reorganization.  The  Board of Main  Street
Fund,  including  the  Independent   Trustees,   unanimously
approved   the   Reorganization   and   the   Reorganization
Agreement.

      For the reasons  discussed above, the Board, on behalf
of  Trinity  Core  Fund,  recommends  that  you vote FOR the
Reorganization  Agreement.  If  shareholders of Trinity Core
Fund  do  not  approve  the  Reorganization  Agreement,  the
Reorganization will not take place.

            INFORMATION ABOUT THE REORGANIZATION

This is only a summary of the Reorganization  Agreement. You
should read the actual form of Reorganization  Agreement. It
is attached as Exhibit A.

How Will the Reorganization be Carried Out?

      If the  shareholders  of Trinity Core Fund approve the
Reorganization   Agreement,  the  Reorganization  will  take
place after  various  conditions  are  satisfied  by Trinity
Core  Fund and  Main  Street  Fund,  including  delivery  of
certain documents.  The closing date is presently  scheduled
for  August 29,  2003 and the  Valuation  Date is  presently
scheduled for August 28, 2003.

      If  shareholders  of  Trinity  Core Fund  approve  the
Reorganization Agreement,  Trinity Core Fund will deliver to
Main Street Fund  substantially  all of its netassets on the
closing  date.  In  exchange,  shareholders  of Trinity Core
Fund will  receive  Class A,  Class B,  Class C, Class N and
Class Y Main  Street  Fund shares that have a value equal to
the dollar  value of the assets  delivered  by Trinity  Core
Fund to Main  Street  Fund.  Trinity  Core Fund will then be
liquidated  and its  outstanding  shares will be  cancelled.
The  stock  transfer  books of  Trinity  Core  Fund  will be
permanently   closed  at  the  close  of   business  on  the
Valuation  Date. Only  redemption  requests  received by the
Transfer  Agent in  proper  form on or  before  the close of
business on the Valuation  Date will be fulfilled by Trinity
Core  Fund.  Redemption  requests  received  after that time
will be considered  requests to redeem shares of Main Street
Fund.

      Shareholders  of  Trinity  Core  Fund who  vote  their
Class A,  Class B,  Class C,  Class N and  Class Y shares in
favor of the  Reorganization  will be  electing in effect to
redeem  their shares of Trinity Core Fund at net asset value
on the Valuation  Date,  after Trinity Core Fund subtracts a
cash  reserve,  and  reinvest the proceeds in Class A, Class
B, Class C, Class N and Class Y shares of Main  Street  Fund
at  net  asset  value.  The  cash  reserve  is  that  amount
retained by Trinity Core Fund which is deemed  sufficient in
the  discretion  of the Board for the  payment of the Fund's
outstanding  debts and expenses of liquidation.  Main Street
Fund is not  assuming  any debts of Trinity Core Fund except
debts for unsettled securities  transactions and outstanding
dividend  and  redemption  checks.  Trinity  Core  Fund will
recognize  capital  gain or loss on any  sales of  portfolio
securities made prior to the Reorganization.

      Under the  Reorganization  Agreement,  within one year
after the Closing Date,  Trinity Core Fund shall: (a) either
pay or make  provision  for all of its debts and taxes;  and
(b) either (i)  transfer  any  remaining  amount of the cash
reserve to Main Street  Fund,  if such  remaining  amount is
not  material  (as defined  below) or (ii)  distribute  such
remaining  amount to the  shareholders  of Trinity Core Fund
who were  shareholders  on the Valuation Date. The remaining
amount  shall be deemed to be  material  if the amount to be
distributed,  after deducting the estimated  expenses of the
distribution,  equals or  exceeds  one cent per share of the
number  of  Trinity  Core  Fund  shares  outstanding  on the
Valuation  Date.  If the cash  reserve  is  insufficient  to
satisfy any of Trinity Core Fund's liabilities,  the Manager
will  assume   responsibility   for  any  such   unsatisfied
liability.  Within one year after the Closing Date,  Trinity
Core Fund will complete its liquidation.

      Under the  Reorganization  Agreement,  either  Trinity
Core Fund or Main Street Fund may abandon and  terminate the
Reorganization  Agreement  for any reason and there shall be
no liability for damages or other recourse  available to the
other Fund,  provided,  however,  that in the event that one
of the Funds  terminates this Agreement  without  reasonable
cause, it shall,  upon demand,  reimburse the other Fund for
all expenses,  including reasonable  out-of-pocket  expenses
and fees incurred in connection with this Agreement.

      To the extent  permitted  by law,  the Funds may agree
to amend the  Reorganization  Agreement without  shareholder
approval.  They may also agree to terminate  and abandon the
Reorganization   at  any  time  before  or,  to  the  extent
permitted  by law,  after the  approval of  shareholders  of
Trinity Core Fund.

Who Will Pay the Expenses of the Reorganization?

      The cost of printing  and mailing the proxies and this
Prospectus  and  Proxy  Statement  will be borne by  Trinity
Core Fund. The Funds will bear the cost of their  respective
tax opinions.  Any documents  such as existing  prospectuses
or annual  reports that are included in the proxy mailing or
at a  shareholder's  request  will  be a cost  of  the  Fund
issuing  the  document.  Any  other  out-of-pocket  expenses
associated  with  the  Reorganization  will  be  paid by the
Funds in the amounts incurred by each.

What are the Tax Consequences of the Reorganization?

      The   Reorganization  is  intended  to  qualify  as  a
tax-free  reorganization  for  federal  income tax  purposes
under  Section  368(a)(1)  of the  Internal  Revenue Code of
1986,  as  amended.   Based  on  certain   assumptions   and
representations  received  from  Trinity  Core Fund and Main
Street  Fund,  it is expected to be the opinion of KPMG LLP,
tax  advisor to  Trinity  Core Fund,  that  shareholders  of
Trinity  Core Fund will not  recognize  any gain or loss for
federal  income tax  purposes as a result of the exchange of
their  shares  for  shares  of Main  Street  Fund,  and that
shareholders  of Main  Street  Fund will not  recognize  any
gain or loss upon  receipt of Trinity  Core  Fund's  assets.
If this type of tax  opinion  is not  forthcoming,  the Fund
may still  choose  to go  forward  with the  reorganization,
pending shareholder approval.  In addition,  neither Fund is
expected  to  recognize  a gain or loss as a  result  of the
Reorganization.

      Immediately prior to the Valuation Date,  Trinity Core
Fund  will pay a  dividend  which  will  have the  effect of
distributing  to Trinity  Core  Fund's  shareholders  all of
Trinity Core Fund's net  investment  company  taxable income
for taxable  years  ending on or prior to the  Closing  Date
(computed  without  regard to any  deduction  for  dividends
paid) and all of its net capital gains, if any,  realized in
taxable  years ending on or prior to the Closing Date (after
reduction  for any  available  capital loss  carry-forward).
Such  dividends  will be included  in the taxable  income of
Trinity  Core Fund's  shareholders  as  ordinary  income and
capital gain, respectively.

      You will continue to be  responsible  for tracking the
purchase  cost and holding  period of your shares and should
consult your tax advisor  regarding  the effect,  if any, of
the    Reorganization    in   light   of   your   individual
circumstances.  You should also  consult your tax advisor as
to state and local and other tax  consequences,  if any,  of
the  Reorganization  because this discussion only relates to
federal income tax consequences.

What should I know about Class A, Class B, Class C, Class N
and Class Y shares of Main Street Fund?

      The   rights  of   shareholders   of  both  Funds  are
substantially  the same.  Class A, Class B, Class C, Class N
and/or   Class  Y  shares  of  Main   Street  Fund  will  be
distributed  to  shareholders  of Class A, Class B, Class C,
Class  N  and/or  Class  Y  shares  of  Trinity  Core  Fund,
respectively,  in connection with the  Reorganization.  Each
share will be fully paid and nonassessable  when issued will
have  no  preemptive  or  conversion   rights  and  will  be
transferable  on the books of Main Street Fund.  Each Fund's
Declaration  of Trust  contains  an  express  disclaimer  of
shareholder   or   Trustee    liability   for   the   Fund's
obligations,    and   provides   for   indemnification   and
reimbursement  of  expenses  out of  its  property  for  any
shareholder  held  personally  liable  for its  obligations.
Neither Fund permits  cumulative  voting. The shares of Main
Street  Fund  will  be  recorded   electronically   in  each
shareholder's  account.  Main  Street  Fund will then send a
confirmation  to each  shareholder.  Shareholders of Trinity
Core Fund  holding  certificates  representing  their shares
will not be  required to  surrender  their  certificates  in
connection   with  the   reorganization.   However,   former
shareholders   of  Trinity   Core  Fund  whose   shares  are
represented by outstanding  share  certificates  will not be
allowed to redeem,  transfer or pledge  class shares of Main
Street  Fund they  receive in the  Reorganization  until the
exchanged  Trinity Core Fund certificates have been returned
to the Transfer Agent.

      Like  Trinity  Core Fund,  Main  Street  Fund does not
routinely hold annual shareholder meetings.

What are the  capitalizations  of the Funds  and what  might
the capitalization be after the Reorganization?

      The  following  table  sets  forth the  capitalization
(unaudited)  of Trinity Core Fund and Main Street Fund as of
March  31,  2003  and  indicates  the  pro  forma   combined
capitalization   as  of   March   31,   2003   as   if   the
Reorganization had occurred on that date.




                                                                  Net
Asset
                                                Shares
Value
                              Net Assets        Outstanding
Per Share

Trinity Core Fund
      Class A                 $3,793,949        597,033
$6.35
      Class B                 $1,792,878        290,683
$6.17
      Class C                 $1,358,815        219,703
$6.18
      Class N                 $650,010          102,804
$6.32
      Class Y                 $154,524            23,532
$6.57
      TOTAL             $7,750,176  1,233,755


Main Street Fund
      Class A                 $5,827,509,376    231,844,611
$25.14
      Class B                 $2,703,326,715    110,710,046
$24.42
      Class C                 $1,021,504,876      41,820,889
$24.43
      Class N                 $59,616,520
2,391,071         $24.93
      Class Y                 $219,903,078
8,716,423         $25.23
      TOTAL             $9,831,860,565          395,483,040

Main Street Fund
(Pro Forma Surviving Fund)
      Class A                 $5,831,303,325    231,953,195
$25.14
      Class B                 $2,705,119,593    110,774,758
$24.42
      Class C                 $1,022,863,691      41,869,165
$24.43
      Class N                 $60,266,530
2,417,430         $24.93
      Class Y                 $220,057,602
8,722,061         $25.23
      TOTAL             $9,839,610,741
395,736,609


*Reflects  the  issuance of  $5,827,509,376  Class A shares,
$2,703,326,715     Class    B     shares,     $1,021,504,876
Class C shares,  $59,616,520 Class N shares and $219,903,078
Class Y shares of Main  Street  Fund in a tax-free  exchange
for   the    net    assets    of    Trinity    Core    Fund,
aggregating                 $7,750,176.

      COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

      This  section  describes  key  investment  policies of
Trinity  Core  Fund  and  Main  Street  Fund,   and  certain
noteworthy  differences  between the  investment  objectives
and policies of the two Funds.




      Are  there any  significant  differences  between  the
investment objectives and strategies of the Funds?

      In considering  whether to approve the Reorganization,
shareholders  of  Trinity  Core  Fund  should  consider  the
differences in investment objectives,  policies and risks of
the Funds.  Further  information  about Main  Street Fund is
set  forth  in  its  Prospectus,   which   accompanies  this
Prospectus and Proxy  Statement and is  incorporated  herein
by  reference.  Additional  information  about both Funds is
set forth in their  Statements  of  Additional  Information,
Annual  Reports  and  Semi-Annual  Reports,   which  may  be
obtained   upon   request  to  the   Transfer   Agent.   See
"Information  about  Trinity  Core  Fund"  and  "Information
about Main Street Fund."

      Trinity  Core Fund and Main Street  Fund have  similar
investment   objectives.   Trinity  Core  Fund's  investment
objective  is to seek  long-term  growth  of  capital.  Main
Street Fund's  investment  objective is to seek a high total
return.  In seeking  their  investment  objectives,  Trinity
Core Fund and Main Street Fund  utilize a similar  investing
strategy.  Trinity Core Fund  invests in common  stocks that
are  included in the S&P 500.  Main  Street  Fund  currently
invests  mainly  in  common  stocks  of  U.S.  companies  of
different   capitalization  ranges,  presently  focusing  on
large-capitalization  issuers. Both funds are managed with a
quantitative  investment  process.  Both  Funds  invest in a
similar  universe of  companies,  although Main Street has a
larger potential investment universe.

      If the  reorganization  is approved,  Main Street Fund
will retain its benchmark against the S&P 500 Index.

What are the Main Risks  Associated  with an  investment  in
the Funds?

      Like all  investments,  an  investment  in both of the
Funds  involves  risk.  There is no  assurance  that  either
Fund will meet its  investment  objective.  The  achievement
of  the  Funds'  goals   depends  upon  market   conditions,
generally,  and on the portfolio  manager's  analytical  and
portfolio  management  skills.  The  risks  described  below
collectively form the risk profiles of the
Funds,  and can affect the value of the Funds'  investments,
investment  performance and prices per share.  There is also
the risk that poor securities  selection by the Manager will
cause the Fund to underperform  other funds having a similar
objective.  These  risks  mean  that you can  lose  money by
investing  in either  Fund.  When you  redeem  your  shares,
they  may be  worth  more or less  than  what  you  paid for
them.

How Do the Investment Policies of the Funds Compare?

      Trinity  Core Fund  invests in common  stocks that are
included in the S&P 500. Main Street Fund currently  invests
mainly  in  common  stocks of U.S.  companies  of  different
capitalization     ranges,     presently     focusing     on
large-capitalization   issuers.  If  the  Reorganization  is
approved,  Main Street Fund  anticipates  that it will limit
its stock  purchases  to those  issuers  included in the S&P
500 index and would no longer  make  investments  in foreign
securities.

Other Equity  Securities.  While Main Street Fund emphasizes
      investments  in  common   stocks,   it  can  also  buy
      preferred  stocks  and  securities   convertible  into
      common stock.  The Manager  considers some convertible
      securities to be "equity  equivalents"  because of the
      conversion  feature and in that case their  rating has
      less impact on the Manager's  investment decision than
      in the case of other  debt  securities.  Trinity  Core
      Fund,  in  contrast,   only  purchases  common  stocks
      included in the S&P 500 Index.  If the  Reorganization
      is approved,  Main Street Fund anticipates it would no
      longer  invest  in  preferred   stocks  or  securities
      convertible into common stock.

Foreign Securities.  Main Street Fund can buy securities of
      companies or governments in any country, developed or
      underdeveloped. While there is no limit on the amount
      of Main Street Fund's assets that may be invested in
      foreign securities, the Manager does not currently
      invest significant amounts of its assets in foreign
      securities. While foreign securities offer special
      investment opportunities, they also have special
      risks.

      The change in value of a foreign  currency against the
      U.S.  dollar  will  result  in a  change  in the  U.S.
      dollar  value  of  securities   denominated   in  that
      foreign   currency.   Additional   risks  of   foreign
      securities  include higher  transaction  and operating
      costs for the Fund;  foreign  issuers  are not subject
      to the same  accounting  and  disclosure  requirements
      that  apply to U.S.  companies;  and  lack of  uniform
      accounting,    auditing   and   financial    reporting
      standards  in foreign  countries  comparable  to those
      applicable  to  domestic  issuers.  Trinity  Core Fund
      limits its stock  investments  to stock trades in U.S.
      exchanges.  If the  Reorganization  is approved,  Main
      Street Fund  anticipates  it would no longer  purchase
      foreign securities.

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

      Derivatives have risks. If the issuer of the
      derivative investment does not pay the amount due,
      Main Street Fund can lose money on the investment.
      The underlying security or investment on which a
      derivative is based, and the derivative itself, may
      not perform the way the Manager expected it to. As a
      result of these risks Main Street Fund could realize
      less principal or income from the investment than
      expected or its hedge might be unsuccessful. As a
      result, Main Street Fund's share prices could fall.
      Certain derivative investments held by Main Street
      Fund might be illiquid. Trinity Core Fund does not
      invest in derivative securities.  If the
      Reorganization is approved, Main Street Fund
      anticipates it would no longer purchase derivatives.

    Hedging.  Main Street Fund can buy and sell futures
      contracts, put and call options, forward contracts
      and options on futures and securities indices. These
      are all referred to as "hedging instruments."  Some
      of these strategies would hedge Main Street Fund's
      portfolio against price fluctuations. Other hedging
      strategies, such as buying futures and call options,
      would tend to increase Main Street Fund's exposure to
      the securities market.

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

Temporary  Defensive  Investments.  In times of  adverse  or
     unstable  market,  economic  or  political  conditions,
     both  Funds  can  invest  up to 100% of its  assets  in
     temporary defensive  investments.  Generally they would
     be high-quality,  short-term money market  instruments,
     such  as a U.S.  government  securities,  highly  rated
     commercial    paper,    short-term    corporate    debt
     obligations  or  repurchase  agreements.  To the extent
     either Fund invests  defensively  in these  securities,
     it might not achieve its investment objective.

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.  Main
     Street  Fund will not  invest  more than 10% (the Board
     can  increase  that  limit to 15%) of its net assets in
     illiquid   or   restricted   securities.   The  Manager
     monitors holdings of illiquid  securities on an ongoing
     basis to  determine  whether  to sell any  holdings  to
     maintain  adequate  liquidity.  Trinity  Core Fund will
     not  invest  more than 10% in  illiquid  or  restricted
     securities.

What  are the  fundamental  investment  restrictions  of the
Funds?

      Both  Trinity  Core  Fund and Main  Street  Fund  have
certain additional  investment  restrictions that,  together
with their investment objectives,  are fundamental policies,
changeable only by shareholder  approval.  Generally,  these
investment  restrictions  are similar  between the Funds and
are discussed below.

o     Neither Fund can concentrate  investments.  That means
   they  cannot  invest  25% or more of its total  assets in
   any  industry.   However,   there  is  no  limitation  on
   investments in U.S. government securities.

o     Neither  Fund can buy or sell  real  estate.  However,
   they  can  purchase   readily-marketable   securities  of
   companies  holding  real  estate  or  interests  in  real
   estate.

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

o     Neither Fund can issue "senior  securities,"  but this
   does  not  prohibit  certain  investment  activities  for
   which assets of the Funds are  designated as  segregated,
   or  margin,   collateral  or  escrow   arrangements   are
   established,  to cover the related obligations.  Examples
   of those  activities  include  borrowing  money,  reverse
   repurchase  agreements,  delayed-delivery and when-issued
   arrangements for portfolio securities  transactions,  and
   contracts   to   buy   or   sell   derivatives,   hedging
   instruments, options or futures.

o     Neither  Fund can invest in  physical  commodities  or
   physical  commodity  contracts.  However,  it may buy and
   sell  hedging  instruments  permitted by any of its other
   investment policies.

o     Neither Fund can buy  securities  issued or guaranteed
   by any one  issuer if more  than 5% of its  total  assets
   would be invested in  securities  of that issuer or if it
   would  then own more  than  10% of that  issuer's  voting
   securities.  That  restriction  applies  to  75%  of  the
   Fund's  total  assets.   The  limit  does  not  apply  to
   securities  issued by the U.S.  government  or any of its
   agencies  or  instrumentalities.  This  means  that  both
   Funds are presently a  "diversified"  investment  company
   under the 1940 Act.

o     Trinity  Core Fund  cannot  borrow  money  except from
   banks in  amounts  not in excess of 5% of its assets as a
   temporary measure to meet  redemptions.  Main Street Fund
   cannot  borrow money in excess of 33 1/3% of the value of
   its total assets  (including the amount  borrowed).  Main
   Street Fund may borrow only from banks and/or  affiliated
   investment  companies.  With respect to this  fundamental
   policy,   Main   Street   Fund  can  borrow  only  if  IT
   Nmaintains  a 300% ratio of assets to  borrowings  at all
   times in the manner set forth in the  Investment  Company
   Act of 1940.

o     Neither  Fund  can  make  loans.   However,  they  can
   invest  in debt  securities  that the  Fund's  investment
   policies  and  restrictions  permit it to  purchase.  The
   Funds may also lend their portfolio  securities and enter
   into repurchase agreements.

o     Trinity   Core  Fund   cannot   mortgage,   pledge  or
   otherwise  hypothecate any of its assets.  However,  this
   does not  prohibit  the  Fund  from  escrow  arrangements
   contemplated  by the put and call  activities of the Fund
   or other collateral or margin  arrangements in connection
   with any of the hedging  instruments  permitted by any of
   its  other  policies.  Main  Street  Fund does not have a
   similar policy.

o     Trinity Core Fund cannot  invest in companies  for the
   purpose of acquiring  control or management of them. Main
   Street Fund does not have a similar policy.








How do the Account Features and Shareholder Services for
the Funds Compare?

      Investment  Management-  Pursuant  to each  investment
advisory  agreement,  the  Manager  acts  as the  investment
advisor for both Funds.  For Trinity Core Fund,  the Manager
has   retained   Trinity    Investment    Management,    the
Sub-Advisor,  to provide day-to-day portfolio management for
Trinity  Core  Fund.  The  sub-advisory  fee is  paid by the
Manager out of its management  fee.  Separate and apart from
this proxy  statement and  propectus,  shareholders  of Main
Street  Fund  will  be  asked  to  approve  a   Sub-Advisory
Agreement  between  the  borrower  and  Trinity   Investment
Management Corporation with the same sub-advisory fee.

      The  investment  advisory  agreements  state  that the
Manager will provide administrative  services for the Funds,
including    compilation   and   maintenance   of   records,
preparation  and  filing  of  reports  required  by the SEC,
reports   to   shareholders,   and   composition   of  proxy
statements and registration  statements  required by Federal
and state  securities  laws.  Further,  the  Sub-Advisor has
agreed to furnish  the Funds with office  space,  facilities
and  equipment  and  arrange for its  employees  to serve as
officers  of the Funds.  The  administrative  services to be
provided  by  the  Manager  under  the  investment  advisory
agreement will be at its own expense.

      Expenses not  expressly  assumed by the Manager  under
each Fund's advisory  agreement or by the Distributor  under
the General  Distributor's  Agreement are paid by the Funds.
The  investment   advisory   agreements   list  examples  of
expenses  paid by the Funds,  the major  categories of which
relate to interest,  taxes, brokerage  commissions,  fees to
certain  Trustees,  legal and audit expenses,  custodian and
transfer  agent  expenses,  share  issuance  costs,  certain
printing and registration costs and non-recurring  expenses,
including litigation costs.

      Both investment advisory agreements  generally provide
that in the  absence  of  willful  misfeasance,  bad  faith,
gross  negligence  in  the  performance  of  its  duties  or
reckless  disregard of its  obligations and duties under the
investment  advisory  agreement,  the  Manager is not liable
for any loss  sustained  by reason of good  faith  errors or
omissions  in  connection  with any  matters  to  which  the
agreement(s)  relate.  The agreements  permit the Manager to
act as  investment  advisor  for any other  person,  firm or
corporation.  Pursuant  to each  agreement,  the  Manager is
permitted to use the name  "Oppenheimer"  in connection with
other   investment   companies  for  which  it  may  act  as
investment  advisor or general  distributor.  If the Manager
shall no longer act as investment  advisor to the Funds, the
Manager may  withdraw the right of the Funds to use the name
"Oppenheimer" as part of their names.

      The Manager is controlled by  Oppenheimer  Acquisition
Corp.,  a holding  company owned in part by senior  officers
of the Manager and  ultimately  controlled by  Massachusetts
Mutual  Life  Insurance  Company,  a mutual  life  insurance
company  that also  advises  pension  plans  and  investment
companies.  The Manager has been an investment advisor since
January 1960.  The Manager  (including  subsidiaries  and an
affiliate)  managed  more than $120  billion in assets as of
March 31, 2003,  including more than 65 funds with more than
5 million  shareholder  accounts.  The Manager is located at
498 Seventh  Avenue,  10th Floor,  New York, New York 10018.
OppenheimerFunds  Services, a division of the Manager,  acts
as transfer  and  shareholder  servicing  agent on an annual
per-account  basis  for  both  Trinity  Core  Fund  and Main
Street Fund and for certain other  open-end funds managed by
the Manager and its affiliates.

      Distribution  -  Pursuant  to  General   Distributor's
Agreements,  the Distributor  acts as principal  underwriter
in a  continuous  public  offering of shares of Trinity Core
Fund and Main Street  Fund,  but is not  obligated to sell a
specific number of shares.  Expenses  normally  attributable
to sales,  including  advertising  and the cost of  printing
and  mailing  prospectuses  other  than those  furnished  to
existing shareholders, are borne by the Distributor,  except
for  those  for which the  Distributor  is paid  under  each
Fund's Rule 12b-1  Distribution  and Service Plan  described
below.

      Both Funds have adopted a Service  Plan and  Agreement
under Rule  12b-1 of the  Investment  Company  Act for their
Class  A  shares.   The  Service   Plan   provides  for  the
reimbursement  to the Distributor for a portion of its costs
incurred  in  connection  with  the  personal   service  and
maintenance  of  accounts  that hold  Class A shares.  Under
the plan,  reimbursement is made quarterly at an annual rate
that may not exceed  0.25% of the average  annual net assets
of Class A shares of the Funds.  The  Distributor  currently
uses  all of  those  fees to  compensate  dealers,  brokers,
banks  and  other  financial   institutions   quarterly  for
expenses  they  incur  in  providing  personal  service  and
maintenance  of accounts of their  customers that hold Class
A shares.

      Both  Funds  have  adopted  Distribution  and  Service
Plans  under Rule  12b-1 of the 1940 Act for their  Class B,
Class C and  Class N shares.  The  Funds'  Plans  compensate
the Distributor  for its services in  distributing  Class B,
Class C and Class N shares  and  servicing  accounts.  Under
both  Funds'  Plans,   the  Funds  pay  the  Distributor  an
asset-based  sales  charge  at an  annual  rate of  0.75% of
Class B and Class C assets,  and an annual asset-based sales
charge  of 0.25% on Class N  shares.  The  Distributor  also
receives a service  fee 0.25% of  average  annual net assets
under  each  plan.  All  fee  amounts  are  computed  on the
average annual net assets of the class  determined as of the
close  of  each  regular  business  day of  each  Fund.  The
Distributor  uses  all of the  service  fees  to  compensate
broker-dealers   for   providing   personal   services   and
maintenance of accounts of their  customers that hold shares
of the  Funds.  The  Class B and Class N  asset-based  sales
charges  are  retained by the  Distributor.  After the first
year,  the Class C  asset-based  sales  charges  are paid to
broker-dealers  who  hold  or  whose  clients  hold  Class C
shares as an ongoing  concession  for shares  that have been
outstanding for a year or more.

      Purchases  and  Redemptions  - Both  Funds are part of
the   OppenheimerFunds   family   of   mutual   funds.   The
procedures  for  purchases,  exchanges  and  redemptions  of
shares  of the Funds are  identical.  Shares of either  Fund
may be  exchanged  for  shares  of the  same  class of other
Oppenheimer    funds   offering   such   shares.    Exchange
privileges  are subject to amendment or  termination  at any
time.

      Both  Funds  have  the  same  initial  and  subsequent
minimum  investment  amounts  for the  purchase  of  shares.
These amounts are $1,000 and $50,  respectively.  Both Funds
have a  maximum  initial  sales  charge  of 5.75% on Class A
shares  for  purchases  of  less  than  $25,000.  The  sales
charge of 5.75% is reduced for  purchases  of Class A shares
of $25,000 or more.  Investors  who  purchase  $1 million or
more of Class A shares pay no initial  sales  charge but may
have to pay a contingent  deferred  sales charge of up to 1%
if the shares are sold  within 18  calendar  months from the
beginning  of the  calendar  month  during  which  they were
purchased.  Class B shares of the  Funds are sold  without a
front-end  sales  charge but may be subject to a  contingent
deferred sales charge ("CDSC") upon redemption  depending on
the length of time the shares are held.  The CDSC  begins at
5% for shares  redeemed in the first year and declines to 1%
in the sixth  year and is  eliminated  after  that.  Class C
shares may be  purchased  without an initial  sales  charge,
but if redeemed  within 12 months of buying  them, a CDSC of
1% may be deducted.  Class N shares are,  purchased  without
an initial  sales charge,  but if redeemed  within 18 months
of the retirement  plan's first purchase of N shares, a CDSC
of 1% may be deducted.

      Class A,  Class B, Class C, Class N and Class Y shares
of Main Street Fund received in the  Reorganization  will be
issued at net asset  value,  without a sales  charge  and no
CDSC  will  be  imposed  on any  Trinity  Core  Fund  shares
exchanged  for Main  Street  Fund  shares as a result of the
Reorganization.  However,  any CDSC that  applies to Trinity
Core Fund shares as of the date of the  exchange  will carry
over  to  Main   Street   Fund   shares   received   in  the
Reorganization.

      Shareholder   Services--Both   Funds   also  offer  the
following  privileges:  (i)  Right  of  Accumulation,   (ii)
Letter  of  Intent,  (iii)  reinvestment  of  dividends  and
distributions  at net  asset  value,  (iv) net  asset  value
purchases by certain  individuals  and  entities,  (v) Asset
Builder   (automatic   investment)   Plans,  (vi)  Automatic
Withdrawal  and  Exchange  Plans  for  shareholders  who own
shares  of  the  Funds  valued  at  $5,000  or  more,  (vii)
AccountLink and PhoneLink arrangements,  (viii) exchanges of
shares for shares of the same class of certain  other  funds
at  net  asset  value,   and  (ix)  telephone  and  Internet
redemption  and exchange  privileges.  All of such  services
and  privileges  are subject to amendment or  termination at
any  time  and  are  subject  to the  terms  of  the  Funds'
respective prospectuses.

      Dividends  and  Distributions  - Both Funds  intend to
declare  dividends  separately for each class of shares from
net  investment  income on an annual  basis and to pay those
dividends to  shareholders in December on a date selected by
the  Board  of  Trustees  of each  Fund.  Dividends  and the
distributions  paid on Class A, Class B, Class C, Class N or
Class Y shares  may vary  over  time,  depending  on  market
conditions,  the composition of the Funds'  portfolios,  and
expenses   borne  by  the   particular   class  of   shares.
Dividends  paid on Class A shares will  generally  be higher
than  those  paid on  Class B,  Class C,  Class N or Class Y
shares,  which  normally have higher  expenses than Class A.
The Funds have no fixed  dividend  rates and there can be no
guarantee  that  either  Fund  will  pay  any  dividends  or
distributions.

      Either 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 Funds may make
supplemental  distributions  of dividends  and capital gains
following the end of their fiscal years.



                     VOTING INFORMATION

How many votes are necessary to approve the Reorganization
Agreement?

      The affirmative  vote of the holders of a "majority of
the  outstanding  voting  securities"  (as  defined  in  the
Investment  Company  Act) of Trinity Core Fund voting in the
aggregate  and not by  class is  necessary  to  approve  the
Reorganization  Agreement and the transactions  contemplated
thereby.  As  defined in the  Investment  Company  Act,  the
vote of a majority of the outstanding  shares means the vote
of (1) 67% or more of the Trinity  Core  Fund's  outstanding
shares  present at a meeting if the holders of more than 50%
of  the  outstanding  shares  of the  Fund  are  present  or
represent  by  proxy;  or (2) more  than  50% of the  Fund's
outstanding  shares,  whichever  is less.  Each  shareholder
will be  entitled  to one vote for each  full  share,  and a
fractional  vote for each  fractional  share of Trinity Core
Fund  held  on the  Record  Date.  If  sufficient  votes  to
approve  the  proposal  are not  received by the date of the
Meeting,  the Meeting  may be  adjourned  to permit  further
solicitation  of  proxies.  The  holders  of a  majority  of
shares  entitled  to  vote at the  Meeting  and  present  in
person or by proxy  (whether or not sufficient to constitute
a  quorum)  may  adjourn  the  Meeting  to  permit   further
solicitation of proxies.

How do I ensure my vote is accurately recorded?

      You can vote in either of two ways:

o     By mail, with the enclosed proxy card.
o     In person at the Meeting.
o     By Telephone.

      A proxy card is, in essence,  a ballot.  If you simply
sign and date the  proxy  but give no  voting  instructions,
your  shares  will be voted  in favor of the  Reorganization
Agreement.   Shareholders  may  also  be  able  to  vote  by
telephone to the extent permitted by state law.

Can I revoke my proxy?

      Yes.  You may revoke  your proxy at any time before it
is voted by (i)  writing to the  Secretary  of Trinity  Core
Fund at 498 Seventh Avenue,  34th Floor,  New York, New York
10018  (if  received  in  time  to  be  acted  upon);   (ii)
attending  the  Meeting  and  voting  in  person;  or  (iii)
signing and returning a  later-dated  proxy (if returned and
received in time to be voted).

What other matters will be voted upon at the Meeting?

      The Board of  Trustees  of Trinity  Core Fund does not
intend to bring any matters  before the  Meeting  other than
those  described  in  this  proxy.  It is not  aware  of any
other  matters to be brought  before the  Meeting by others.
If any other  matters  legally come before the Meeting,  the
proxy ballots  confer  discretionary  authority with respect
to such  matters,  and it is the  intention  of the  persons
named  to vote  proxies  to vote in  accordance  with  their
judgment in such matters.

Who is entitled to vote?

      Shareholders  of  record of  Trinity  Core Fund at the
close of business on July 9, 2003 (the  "record  date") will
be  entitled  to vote at the  Meeting.  On  ________,  there
were  ____________outstanding  shares of Trinity  Core Fund,
consisting  of  _____________  Class A shares,  ____________
Class B shares,  ___________ Class C shares, _________ Class
N shares and ________  Class Y shares.  On __________  there
were  _________  outstanding  shares  of Main  Street  Fund,
consisting of ___________  Class A shares,  __________ Class
B  shares,  _________  Class  C  shares,  _________  Class N
shares and _________  Class Y shares.  Proxies  representing
abstentions  and  broker  non-votes  will  be  included  for
purposes of  determining  whether a quorum is present at the
Meeting,  but  will  be  treated  as  votes  not  cast  and,
therefore,  will not be counted for purposes of  determining
whether the matters  and  proposals  and motions to be voted
upon at the  Meeting  have been  approved.  For  purposes of
the Meeting,  a majority of shares  outstanding and entitled
to  vote,   present  in  person  or  represented  by  proxy,
constitutes a quorum.  Main Street Fund  shareholders do not
vote on the Reorganization.



What other solicitations will be made?

      Trinity  Core Fund will request  broker-dealer  firms,
custodians,   nominees  and  fiduciaries  to  forward  proxy
material to the  beneficial  owners of the shares of record,
and  may  reimburse  them  for  their  reasonable   expenses
incurred  in  connection  with such proxy  solicitation.  In
addition to solicitations by mail,  officers of Trinity Core
Fund  or  officers   and   employees   of   OppenheimerFunds
Services,   without   extra  pay,  may  conduct   additional
solicitations  personally or by telephone or telegraph.  Any
expenses  so  incurred  will be  borne  by  OppenheimerFunds
Services.   Proxies  may  also  be   solicited  by  a  proxy
solicitation  firm hired at Trinity Core Fund's expense.  If
a proxy  solicitation  firm is hired, it is anticipated that
the  cost  to  Trinity   Core  Fund  of   engaging  a  proxy
solicitation  firm  would  not  exceed  $32,000,   plus  the
additional  costs which would be incurred in connection with
contacting  those  shareholders  who have not voted,  in the
event of a need for resolicitation of votes.

      Shares  owned  of  record  by  broker-dealers  for the
benefit of their customers  ("street  account  shares") will
be  voted  by  the   broker-dealer   based  on  instructions
received  from  its  customers.   If  no  instructions   are
received,  and the broker-dealer does not have discretionary
power to vote such street  account  shares under  applicable
stock exchange rules,  the shares  represented  thereby will
be  considered  to be present at the Meeting for purposes of
only  determining the quorum ("broker  non-votes").  Because
of the  need  to  obtain  a  vote  of  the  majority  of the
outstanding   voting   securities  for  the   Reorganization
proposal  to pass,  abstentions  and broker  non-votes  will
have the same effect as a vote "against" the Proposal.

Are there appraisal rights?

      No. Under the  Investment  Company  Act,  shareholders
do  not  have  rights  of  appraisal  as  a  result  of  the
Reorganization.  Although  appraisal rights are unavailable,
you have the right to redeem  your shares at net asset value
until the  closing  date for the  Reorganization.  After the
closing  date,  you may  redeem  your new Main  Street  Fund
shares or exchange  them into shares of certain  other funds
in the  OppenheimerFunds  family of mutual funds, subject to
the terms of the prospectuses of both funds.

                INFORMATION ABOUT MAIN STREET FUND

      Information  about Main  Street  Fund is  included  in
Main  Street  Fund's  Prospectus  dated  October 23, 2002 as
supplemented  April 30, 2003 and Annual  Report dated August
31, 2003,  each of which accompany and are considered a part
of  this  Proxy   Statement   and   Prospectus.   Additional
information  about Main Street  Fund is included  the Fund's
Statement of Additional  Information dated October 23, 2002,
as  supplemented  April 30,  2003,  its  Annual  Report  and
Semi-Annual  Reports  dated August 31, 2002 and February 28,
2003,  respectively,  which have been filed with the SEC and
are  incorporated  herein by  reference.  You may  request a
free  copy of  these  materials  and  other  information  by
calling  1.800.525.7048 or by writing to Main Street Fund at
OppenheimerFunds   Services,   P.O.  Box  5270,  Denver,  CO
80217.   Main  Street  Fund  also  files  proxy   materials,
reports  and other  information  with the SEC in  accordance
with the  informational  requirements  of the Securities and
Exchange Act of 1934 and the 1940 Act.  These  materials can
be inspected and copied at: the SEC's Public  Reference Room
in Washington,  D.C.  (Phone:  1.202.942.8090)  or the EDGAR
database    on    the    SEC's    Internet     website    at
http://www.sec.gov.  Copies may be obtained  upon 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.


               INFORMATION ABOUT TRINITY CORE FUND

      Information  about  Trinity  Core Fund is  included in
the current Trinity Core Fund Prospectus.  This document has
been filed  with the SEC and is  incorporated  by  reference
herein.  Additional  information  about Trinity Core Fund is
also   included  in  the  Fund's   Statement  of  Additional
Information  dated  September 24, 2002,  as revised  October
15, 2002,  Annual Report dated July 31, 2002 and Semi-Annual
Report dated  January 31,  2003,  which have been filed with
the SEC and are  incorporated by reference  herein.  You may
request free copies of these or other documents  relating to
Trinity  Core Fund by calling  1.800.525.7048  or by writing
to  OppenheimerFunds  Services,  P.O. Box 5270,  Denver,  CO
80217.  Reports and other  information filed by Trinity Core
Fund can be  inspected  and  copied  at:  the  SEC's  Public
Reference Room in Washington,  D.C. (Phone:  1.202.942.8090)
or the EDGAR  database  on the SEC's  Internet  web-site  at
http://www.sec.gov.  Copies may be obtained  upon 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.

                      PRINCIPAL SHAREHOLDERS

As of July 9, 2003,  the  officers  and  Trustees of Trinity
Core  Fund,   as  a  group,   owned  less  than  1%  of  the
outstanding  voting  shares of Trinity Core Fund. As of July
9, 2003,  the only  persons who owned of record or was known
by the Trinity  Core Fund to own  beneficially  or of record
5% or more of any  class of the  Fund's  outstanding  shares
were as follows:




By Order of the Board of Trustees


Robert G. Zack, Secretary

June 15, 2003








               EXHIBITS TO THE COMBINED PROXY
                  STATEMENT AND PROSPECTUS

Exhibit
-------

A     Agreement and Plan of Reorganization between
      Oppenheimer Trinity Core Fund and Oppenheimer Main
      Street Fund










                                                   EXHIBIT A



            AGREEMENT AND PLAN OF REORGANIZATION


          AGREEMENT    AND   PLAN   OF    REORGANIZATION    (the
    "Agreement")  dated as of  __________,  2003 by and  between
    Oppenheimer  Trinity  Core Fund  ("Trinity  Core  Fund"),  a
    Massachusetts  business  trust and  Oppenheimer  Main Street
    Fund ("Main  Street  Fund"),  a series of  Oppenheimer  Main
    Street Funds, Inc., a Massachusetts business trust.

                                 W I T N E S S E T H:

          WHEREAS,  the  parties  are each  open-end  investment
    companies of the management type; and

          WHEREAS,  the  parties  hereto  desire to provide  for
    the  reorganization  pursuant  to Section  368(a)(1)  of the
    Internal  Revenue Code of 1986, as amended (the "Code"),  of
    Trinity  Core Fund  through the  acquisition  by Main Street
    Fund of  substantially  all of the  assets of  Trinity  Core
    Fund  in  exchange  for  the  voting  shares  of  beneficial
    interest  ("shares")  of Class A,  Class B, Class C, Class N
    and Class Y shares of Main  Street  Fund and the  assumption
    by Main Street Fund of certain  liabilities  of Trinity Core
    Fund,  which  Class A, Class B, Class C, Class N and Class Y
    shares  of  Main  Street  Fund  are  to  be  distributed  by
    Trinity Core Fund pro rata to its  shareholders  in complete
    liquidation  of Trinity Core Fund and complete  cancellation
    of its shares;

          NOW,   THEREFORE,   in  consideration  of  the  mutual
    promises  herein  contained,  the  parties  hereto  agree as
    follows:

          1.    The parties  hereto hereby adopt this  Agreement
    and Plan of  Reorganization  (the  "Agreement")  pursuant to
    Section   368(a)(1)   of   the   Code   as   follows:    The
    reorganization  will  be  comprised  of the  acquisition  by
    Main  Street  Fund of  substantially  all of the  assets  of
    Trinity  Core Fund in  exchange  for Class A, Class B, Class
    C,  Class N and Class Y shares of Main  Street  Fund and the
    assumption  by Main  Street Fund of certain  liabilities  of
    Trinity  Core Fund,  followed  by the  distribution  of such
    Class A,  Class B,  Class C,  Class N and  Class Y shares of
    Main  Street  Fund to the Class A, Class B, Class C, Class N
    and Class Y  shareholders  of Trinity  Core Fund in exchange
    for their  Class A,  Class B,  Class C,  Class N and Class Y
    shares of  Trinity  Core Fund,  all upon and  subject to the
    terms of the Agreement hereinafter set forth.

                The share  transfer  books of Trinity  Core Fund
    will be  permanently  closed at the close of business on the
    Valuation   Date   (as   hereinafter   defined)   and   only
    redemption  requests  received in proper form on or prior to
    the  close  of  business  on the  Valuation  Date  shall  be
    fulfilled   by  Trinity  Core  Fund;   redemption   requests
    received  by  Trinity  Core Fund  after  that date  shall be
    treated  as  requests  for the  redemption  of the shares of
    Main Street Fund to be  distributed  to the  shareholder  in
    question as provided in Section 5 hereof.

      2.    On the Closing Date (as  hereinafter  defined),  all
    of the assets of Trinity  Core Fund on that date,  excluding
    a cash  reserve  (the  "cash  reserve")  to be  retained  by
    Trinity  Core  Fund  sufficient  in its  discretion  for the
    payment of the expenses of Trinity  Core Fund's  dissolution
    and  its  liabilities,  but  not in  excess  of  the  amount
    contemplated  by Section 10E, shall be delivered as provided
    in  Section  8 to Main  Street  Fund,  in  exchange  for and
    against  delivery to Trinity  Core Fund on the Closing  Date
    of a number of Class A,  Class B, Class C, Class N and Class
    Y shares of Main Street Fund,  having an aggregate net asset
    value equal to the value of the assets of Trinity  Core Fund
    so transferred and delivered.

      3.    The net asset  value of Class A,  Class B,  Class C,
    Class N and  Class Y  shares  of Main  Street  Fund  and the
    value of the assets of Trinity  Core Fund to be  transferred
    shall  in  each  case  be  determined  as of  the  close  of
    business  of The New York Stock  Exchange  on the  Valuation
    Date.  The  computation  of the net asset value of the Class
    A,  Class B,  Class C,  Class N and  Class Y shares  of Main
    Street  Fund and the Class A,  Class B, Class C, Class N and
    Class Y shares of  Trinity  Core  Fund  shall be done in the
    manner  used by Main  Street  Fund and  Trinity  Core  Fund,
    respectively,  in the  computation  of such net asset  value
    per  share as set  forth in their  respective  prospectuses.
    The methods  used by Main  Street  Fund in such  computation
    shall be applied to the  valuation  of the assets of Trinity
    Core Fund to be transferred to Main Street Fund.

            Trinity   Core   Fund   shall   declare   and   pay,
    immediately  prior to the  Valuation  Date,  a  dividend  or
    dividends which,  together with all previous such dividends,
    shall  have the  effect  of  distributing  to  Trinity  Core
    Fund's  shareholders  all of Trinity Core Fund's  investment
    company  taxable income for taxable years ending on or prior
    to  the  Closing  Date  (computed   without  regard  to  any
    dividends  paid) and all of its net  capital  gain,  if any,
    realized in taxable  years ending on or prior to the Closing
    Date (after reduction for any capital loss carry-forward).

      4.    The  closing  (the   "Closing")   shall  be  at  the
    offices of  OppenheimerFunds,  Inc.  (the  "Agent"),  6803 S
    Tucson  Way,  Centennial,  CO  80112,  on such  time or such
    place as the parties  may  designate  or as  provided  below
    (the  "Closing  Date").   The  business  day  preceding  the
    Closing Date is herein referred to as the "Valuation Date."

            In the  event  that  on the  Valuation  Date  either
    party has,  pursuant to the Investment  Company Act of 1940,
    as amended (the  "Act"),  or any rule,  regulation  or order
    thereunder,  suspended  the  redemption  of  its  shares  or
    postponed  payment  therefore,  the  Closing  Date  shall be
    postponed  until the first  business day after the date when
    both parties have ceased such  suspension  or  postponement;
    provided,  however,  that if such suspension  shall continue
    for a period of 60 days beyond the Valuation  Date, then the
    other  party  to  the   Agreement   shall  be  permitted  to
    terminate  the Agreement  without  liability to either party
    for such termination.

    5.      In conjunction  with the Closing,  Trinity Core Fund
    shall  distribute on a pro rata basis to the shareholders of
    Trinity  Core Fund as of the  Valuation  Date Class A, Class
    B, Class C, Class N and Class Y shares of Main  Street  Fund
    received  by  Trinity  Core  Fund  on the  Closing  Date  in
    exchange  for the  assets of Trinity  Core Fund in  complete
    liquidation  of Trinity  Core Fund;  for the  purpose of the
    distribution  by  Trinity  Core  Fund of Class  A,  Class B,
    Class C, Class N and Class Y shares of Main  Street  Fund to
    Trinity  Core  Fund's  shareholders,  Main  Street Fund will
    promptly   cause  its  transfer  agent  to:  (a)  credit  an
    appropriate  number of Class A,  Class B,  Class C,  Class N
    and Class Y shares of Main  Street Fund on the books of Main
    Street  Fund to each  Class A, Class B, Class C, Class N and
    Class Y shareholder of Trinity Core Fund in accordance  with
    a  list  (the  "Shareholder  List")  of  Trinity  Core  Fund
    shareholders  received  from  Trinity  Core  Fund;  and  (b)
    confirm an appropriate  number of Class A, Class B, Class C,
    Class N and  Class Y  shares  of  Main  Street  Fund to each
    Class A, Class B,  Class C, Class N and Class Y  shareholder
    of  Trinity  Core Fund;  certificates  for Class A shares of
    Main Street Fund will be issued  upon  written  request of a
    former  shareholder  of Trinity Core Fund but only for whole
    shares,  with fractional  shares credited to the name of the
    shareholder  on the books of Main Street Fund and only after
    any share  certificates  for Trinity  Core Fund are returned
    to the transfer agent.

            The  Shareholder  List  shall  indicate,  as of  the
    close  of  business  on the  Valuation  Date,  the  name and
    address  of  each   shareholder   of   Trinity   Core  Fund,
    indicating  his or her  share  balance.  Trinity  Core  Fund
    agrees to supply the  Shareholder  List to Main  Street Fund
    not later than the  Closing  Date.  Shareholders  of Trinity
    Core Fund  holding  certificates  representing  their shares
    shall not be required to  surrender  their  certificates  to
    anyone  in  connection  with the  reorganization.  After the
    Closing  Date,  however,  it  will  be  necessary  for  such
    shareholders  to surrender  their  certificates  in order to
    redeem,  transfer  or pledge the shares of Main  Street Fund
    which they received.

      6.    Within  one year  after the  Closing  Date,  Trinity
    Core  Fund  shall  (a)  either  pay or  make  provision  for
    payment of all of its liabilities and taxes,  and (b) either
    (i)  transfer  any  remaining  amount of the cash reserve to
    Main Street Fund,  if such  remaining  amount (as reduced by
    the estimated cost of  distributing it to  shareholders)  is
    not  material  (as defined  below) or (ii)  distribute  such
    remaining  amount to the  shareholders  of Trinity Core Fund
    on the  Valuation  Date.  Such  remaining  amount  shall  be
    deemed  to be  material  if the  amount  to be  distributed,
    after   deduction   of  the   estimated   expenses   of  the
    distribution,  equals  or  exceeds  one  cent  per  share of
    Trinity Core Fund outstanding on the Valuation Date.

      7.    Prior  to  the   Closing   Date,   there   shall  be
    coordination  between  the  parties  as to their  respective
    portfolios  so that,  after the  Closing,  Main  Street Fund
    will be in compliance  with all of its  investment  policies
    and  restrictions.  At the Closing,  Trinity Core Fund shall
    deliver to Main  Street  Fund two  copies of a list  setting
    forth  the  securities  then  owned by  Trinity  Core  Fund.
    Promptly after the Closing,  Trinity Core Fund shall provide
    Main  Street  Fund  a  list  setting  forth  the  respective
    federal income tax bases thereof.

      8.    Portfolio    securities    or    written    evidence
    acceptable to Main Street Fund of record  ownership  thereof
    by The  Depository  Trust  Company  or through  the  Federal
    Reserve Book Entry System or any other  depository  approved
    by Trinity  Core Fund  pursuant to Rule 17f-4 and Rule 17f-5
    under  the  Act  shall  be  endorsed   and   delivered,   or
    transferred   by   appropriate    transfer   or   assignment
    documents,  by Trinity Core Fund on the Closing Date to Main
    Street Fund, or at its direction,  to its custodian bank, in
    proper form for transfer in such  condition as to constitute
    good  delivery  thereof  in  accordance  with the  custom of
    brokers  and shall be  accompanied  by all  necessary  state
    transfer  stamps,  if any.  The cash  delivered  shall be in
    the form of  certified or bank  cashiers'  checks or by bank
    wire or  intra-bank  transfer  payable  to the order of Main
    Street Fund for the account of Main  Street  Fund.  Class A,
    Class B, Class C, Class N and Class Y shares of Main  Street
    Fund  representing  the number of Class A, Class B, Class C,
    Class  N and  Class  Y  shares  of Main  Street  Fund  being
    delivered   against   the  assets  of  Trinity   Core  Fund,
    registered  in the  name of  Trinity  Core  Fund,  shall  be
    transferred  to Trinity Core Fund on the Closing Date.  Such
    shares  shall  thereupon be assigned by Trinity Core Fund to
    its  shareholders so that the shares of Main Street Fund may
    be distributed as provided in Section 5.

      If, at the Closing  Date,  Trinity  Core Fund is unable to
    make  delivery  under this  Section 8 to Main Street Fund of
    any of its portfolio  securities or cash for the reason that
    any of such  securities  purchased by Trinity Core Fund,  or
    the cash proceeds of a sale of portfolio  securities,  prior
    to the  Closing  Date have not yet been  delivered  to it or
    Trinity   Core   Fund's   custodian,   then   the   delivery
    requirements   of  this  Section  8  with  respect  to  said
    undelivered  securities  or cash will be waived and  Trinity
    Core  Fund will  deliver  to Main  Street  Fund by or on the
    Closing Date with respect to said undelivered  securities or
    cash  executed  copies  of an  agreement  or  agreements  of
    assignment in a form reasonably  satisfactory to Main Street
    Fund,  together with such other  documents,  including a due
    bill or due bills  and  brokers'  confirmation  slips as may
    reasonably be required by Main Street Fund.

      9.    Main  Street  Fund shall not assume the  liabilities
    (except for portfolio  securities  purchased  which have not
    settled and for  shareholder  redemption and dividend checks
    outstanding)  of Trinity  Core Fund,  but Trinity  Core Fund
    will,  nevertheless,  use its best efforts to discharge  all
    known liabilities,  so far as may be possible,  prior to the
    Closing  Date.  The cost of printing and mailing the proxies
    and proxy  statements  will be borne by  Trinity  Core Fund.
    Trinity  Core Fund and Main  Street  Fund will bear the cost
    of their  respective  tax  opinion.  Any  documents  such as
    existing  prospectuses  or annual  reports that are included
    in  that  mailing  will be a cost of the  Fund  issuing  the
    document.  Any other  out-of-pocket  expenses of Main Street
    Fund  and   Trinity   Core   Fund   associated   with   this
    reorganization,  including  legal,  accounting  and transfer
    agent expenses,  will be borne by Trinity Core Fund and Main
    Street  Fund,  respectively,  in the  amounts so incurred by
    each.

      10.   The   obligations  of  Main  Street  Fund  hereunder
    shall be subject to the following conditions:

      A.    The Board of  Trustees  of  Trinity  Core Fund shall
    have  authorized  the  execution of the  Agreement,  and the
    shareholders  of Trinity  Core Fund shall have  approved the
    Agreement  and the  transactions  contemplated  hereby,  and
    Trinity  Core Fund shall have  furnished to Main Street Fund
    copies  of  resolutions  to  that  effect  certified  by the
    Secretary or the  Assistant  Secretary of Trinity Core Fund;
    such   shareholder   approval   shall   have   been  by  the
    affirmative vote required by the  Massachusetts  Law and its
    charter  documents at a meeting for which  proxies have been
    solicited  by  the  Proxy   Statement  and   Prospectus  (as
    hereinafter defined).

      B.    Main  Street  Fund  shall have  received  an opinion
    dated as of the Closing  Date from  counsel to Trinity  Core
    Fund,  to  the  effect  that  (i)  Trinity  Core  Fund  is a
    business trust duly organized,  validly existing and in good
    standing under the laws of the State of  Massachusetts  with
    full  corporate  powers  to  carry on its  business  as then
    being   conducted   and  to  enter  into  and   perform  the
    Agreement;  and (ii) that all action  necessary  to make the
    Agreement,  according  to  its  terms,  valid,  binding  and
    enforceable   on   Trinity   Core  Fund  and  to   authorize
    effectively the  transactions  contemplated by the Agreement
    have  been  taken  by  Trinity   Core  Fund.   Massachusetts
    counsel may be relied upon for this opinion.

      C.    The  representations  and warranties of Trinity Core
    Fund  contained  herein  shall be true and correct at and as
    of the  Closing  Date,  and Main Street Fund shall have been
    furnished  with a certificate  of the  President,  or a Vice
    President,  or the Secretary or the  Assistant  Secretary or
    the Treasurer of Trinity Core Fund,  dated as of the Closing
    Date, to that effect.

D.    On the  Closing  Date,  Trinity  Core Fund  shall have
      furnished  to  Main  Street  Fund  a  certificate  of  the
      Treasurer or  Assistant  Treasurer of Trinity Core Fund as
      to the  amount  of the  capital  loss  carry-over  and net
      unrealized  appreciation  or  depreciation,  if any,  with
      respect to Trinity Core Fund as of the Closing Date.

E.    The cash reserve  shall not exceed 10% of the value of
            the net assets, nor 30% in value
    of the gross  assets,  of Trinity  Core Fund at the close of
    business on the Valuation Date.

F.    A  Registration  Statement  on Form N-14 filed by Main
    Street  Fund under the  Securities  Act of 1933,  as amended
    (the  "1933  Act"),  containing  a  preliminary  form of the
    Proxy   Statement   and   Prospectus,   shall  have   become
    effective under the 1933 Act.

      G.    On the  Closing  Date,  Main  Street Fund shall have
    received  a  letter  of  Robert  G.  Zack  or  other  senior
    executive officer of  OppenheimerFunds,  Inc.  acceptable to
    Main Street  Fund,  stating  that nothing has come to his or
    her attention  which in his or her judgment  would  indicate
    that as of the Closing Date there were any material,  actual
    or contingent  liabilities  of Trinity Core Fund arising out
    of litigation  brought  against  Trinity Core Fund or claims
    asserted  against  it, or  pending  or to the best of his or
    her knowledge  threatened claims or litigation not reflected
    in or  apparent  from  the  most  recent  audited  financial
    statements  and  footnotes  thereto  of  Trinity  Core  Fund
    delivered  to  Main  Street  Fund.   Such  letter  may  also
    include such additional  statements relating to the scope of
    the  review   conducted  by  such  person  and  his  or  her
    responsibilities  and  liabilities  as are not  unreasonable
    under the circumstances.

H.    Main  Street  Fund shall  have  received  an  opinion,
    dated  as of the  Closing  Date,  of KPMG  LLP,  to the same
    effect as the opinion  contemplated  by Section 11.E. of the
    Agreement.

I.    Main  Street  Fund shall have  received at the Closing
    all of the  assets  of  Trinity  Core  Fund  to be  conveyed
    hereunder,  which  assets  shall  be free  and  clear of all
    liens,  encumbrances,  security interests,  restrictions and
    limitations  whatsoever.  The  obligations  of Trinity  Core
    Fund   hereunder   shall  be   subject   to  the   following
    conditions:

      A.    The Board of  Trustees  of Main  Street  Fund  shall
    have  authorized  the  execution of the  Agreement,  and the
    transactions  contemplated  thereby,  and Main  Street  Fund
    shall  have   furnished  to  Trinity  Core  Fund  copies  of
    resolutions  to that effect  certified  by the  Secretary or
    the Assistant Secretary of Main Street Fund.

      B.    Trinity   Core   Fund's   shareholders   shall  have
    approved the  Agreement  and the  transactions  contemplated
    hereby,   by   an   affirmative   vote   required   by   the
    Massachusetts  Law and its  charter  documents  and  Trinity
    Core Fund shall have  furnished  Main  Street Fund copies of
    resolutions to that effect  certified by the Secretary or an
    Assistant Secretary of Trinity Core Fund.

      C.    Trinity  Core Fund  shall have  received  an opinion
    dated as of the  Closing  Date from  counsel to Main  Street
    Fund,  to the effect that (i) Main Street Fund is a business
    trust duly organized,  validly existing and in good standing
    under the laws of the  Commonwealth  of  Massachusetts  with
    full  powers  to  carry  on  its   business  as  then  being
    conducted and to enter into and perform the Agreement;  (ii)
    all actions  necessary to make the  Agreement,  according to
    its terms,  valid,  binding and enforceable upon Main Street
    Fund  and  to   authorize   effectively   the   transactions
    contemplated  by the  Agreement  have  been  taken  by  Main
    Street Fund,  and (iii) the shares of Main Street Fund to be
    issued  hereunder are duly  authorized  and when issued will
    be validly issued, fully-paid and non-assessable,  except as
    set forth under  "Shareholder and Trustee Liability" in Main
    Street   Fund's   Statement   of   Additional   Information.
    Massachusetts counsel may be relied upon for this opinion.

      D.    The  representations  and  warranties of Main Street
    Fund  contained  herein  shall be true and correct at and as
    of the Closing  Date,  and Trinity Core Fund shall have been
    furnished  with  a  certificate  of  the  President,  a Vice
    President  or the  Secretary or the  Assistant  Secretary or
    the  Treasurer  of the Trust to that effect  dated as of the
    Closing Date.

      E.    Trinity  Core Fund  shall have  received  an opinion
    of KPMG LLP to the effect that the federal tax  consequences
    of the  transaction,  if carried out in the manner  outlined
    in the  Agreement  and in  accordance  with (i) Trinity Core
    Fund's  representation that there is no plan or intention by
    any  Trinity  Core Fund  shareholder  who owns 5% or more of
    Trinity  Core  Fund's  outstanding  shares,  and, to Trinity
    Core Fund's best  knowledge,  there is no plan or  intention
    on  the   part   of  the   remaining   Trinity   Core   Fund
    shareholders,   to  redeem,   sell,  exchange  or  otherwise
    dispose of a number of Main Street  Fund shares  received in
    the   transaction   that  would  reduce  Trinity  Core  Fund
    shareholders'  ownership  of Main  Street  Fund  shares to a
    number of shares having a value,  as of the Closing Date, of
    less  than  50%  of  the  value  of  all  of  the   formerly
    outstanding  Trinity  Core Fund  shares as of the same date,
    and (ii) the  representation  by each of  Trinity  Core Fund
    and Main Street Fund that, as of the Closing  Date,  Trinity
    Core Fund and Main  Street  Fund will  qualify as  regulated
    investment  companies or will meet the diversification  test
    of Section 368(a)(2)(F)(ii) of the Code, will be as follows:

1.    The  transactions  contemplated  by the Agreement will
    qualify as a tax-free  "reorganization"  within the  meaning
    of Section  368(a)(1) of the Code, and under the regulations
    promulgated thereunder.

      2.    Trinity  Core  Fund and Main  Street  Fund will each
    qualify as a "party to a reorganization"  within the meaning
    of Section 368(b)(2) of the Code.

      3.    No  gain  or  loss   will  be   recognized   by  the
    shareholders  of Trinity Core Fund upon the  distribution of
    Class A, Class B and Class C shares of  beneficial  interest
    in Main  Street  Fund to the  shareholders  of Trinity  Core
    Fund pursuant to Section 354 of the Code.

      4.    Under  Section  361(a)  of the  Code no gain or loss
    will be  recognized  by  Trinity  Core Fund by reason of the
    transfer of  substantially  all its assets in  exchange  for
    Class A, Class B and Class C shares of Main Street Fund.

      5.    Under  Section  1032  of the  Code  no  gain or loss
    will be  recognized  by Main  Street  Fund by  reason of the
    transfer of substantially  all of Trinity Core Fund's assets
    in exchange  for Class A, Class B and Class C shares of Main
    Street Fund and Main  Street  Fund's  assumption  of certain
    liabilities of Trinity Core Fund.

      6.    The  shareholders  of  Trinity  Core  Fund will have
    the same tax  basis  and  holding  period  for the  Class A,
    Class B and Class C shares of  beneficial  interest  in Main
    Street Fund that they  receive as they had for Trinity  Core
    Fund shares that they previously  held,  pursuant to Section
    358(a) and 1223(1), respectively, of the Code.

      7.    The  securities  transferred by Trinity Core Fund to
    Main  Street  Fund will have the same tax basis and  holding
    period  in the  hands  of Main  Street  Fund as they had for
    Trinity Core Fund,  pursuant to Section  362(b) and 1223(1),
    respectively, of the Code.

      F.    The cash  reserve  shall not exceed 10% of the value
    of the net assets,  nor 30% in value of the gross assets, of
    Trinity Core Fund at the close of business on the  Valuation
    Date.

      G.    A  Registration  Statement  on Form  N-14  filed  by
    Main   Street  Fund  under  the  1933  Act,   containing   a
    preliminary  form of the  Proxy  Statement  and  Prospectus,
    shall have become effective under the 1933 Act.

      H.    On the Closing  Date,  Trinity  Core Fund shall have
    received  a  letter  of  Robert  G.  Zack  or  other  senior
    executive officer of  OppenheimerFunds,  Inc.  acceptable to
    Trinity  Core Fund,  stating that nothing has come to his or
    her attention  which in his or her judgment  would  indicate
    that as of the Closing Date there were any material,  actual
    or  contingent  liabilities  of Main Street Fund arising out
    of  litigation  brought  against  Main Street Fund or claims
    asserted  against  it, or pending  or, to the best of his or
    her   knowledge,   threatened   claims  or  litigation   not
    reflected  in  or  apparent  by  the  most  recent   audited
    financial  statements  and footnotes  thereto of Main Street
    Fund  delivered to Trinity  Core Fund.  Such letter may also
    include such additional  statements relating to the scope of
    the  review   conducted  by  such  person  and  his  or  her
    responsibilities  and  liabilities  as are not  unreasonable
    under the circumstances.

I.    Trinity  Core Fund  shall  acknowledge  receipt of the
    Class A, Class B and Class C shares of Main Street Fund.

      12.   Trinity  Core Fund hereby  represents  and  warrants
    that:

      A.    The audited  financial  statements  of Trinity  Core
    Fund as of July 31, 2002 and unaudited financial  statements
    as of January 31, 2003  heretofore  furnished to Main Street
    Fund,  present  fairly the  financial  position,  results of
    operations,  and changes in net assets of Trinity  Core Fund
    as of that  date,  in  conformity  with  generally  accepted
    accounting  principles  applied on a basis  consistent  with
    the preceding  year;  and that from January 31, 2003 through
    the  date  hereof  there  have not  been,  and  through  the
    Closing Date there will not be, any material  adverse change
    in the  business  or  financial  condition  of Trinity  Core
    Fund,  it  being  agreed  that a  decrease  in the  size  of
    Trinity  Core Fund due to a  diminution  in the value of its
    portfolio  and/or  redemption  of its  shares  shall  not be
    considered a material adverse change;

B.    Contingent  upon  approval  of the  Agreement  and the
    transactions  contemplated  thereby by Trinity  Core  Fund's
    shareholders,  Trinity  Core Fund has  authority to transfer
    all of the  assets  of  Trinity  Core  Fund  to be  conveyed
    hereunder  free  and  clear  of  all  liens,   encumbrances,
    security interests, restrictions and limitations whatsoever;

C.    The   Prospectus,   as   amended   and   supplemented,
    contained  in Trinity  Core  Fund's  Registration  Statement
    under  the  1933  Act,  as  amended,  is true,  correct  and
    complete,  conforms to the  requirements of the 1933 Act and
    does not contain any untrue  statement of a material fact or
    omit to state a material fact required to be stated  therein
    or   necessary   to  make   the   statements   therein   not
    misleading.  The Registration  Statement,  as amended,  was,
    as of the  date of the  filing  of the  last  Post-Effective
    Amendment,  true,  correct and  complete,  conformed  to the
    requirements  of the 1933 Act and did not contain any untrue
    statement  of a  material  fact or omit to state a  material
    fact required to be stated  therein or necessary to make the
    statements therein not misleading;

      D.    There  is  no  material   contingent   liability  of
    Trinity  Core Fund and no  material  claim  and no  material
    legal,  administrative or other  proceedings  pending or, to
    the  knowledge  of  Trinity  Core Fund,  threatened  against
    Trinity Core Fund, not reflected in such Prospectus;

      E.    Except  for the  Agreement,  there  are no  material
    contracts  outstanding to which Trinity Core Fund is a party
    other than those ordinary in the conduct of its business;

      F.    Trinity  Core  Fund  is  a  Massachusetts   business
    trust duly organized,  validly existing and in good standing
    under  the laws of the State of  Massachusetts;  and has all
    necessary and material Federal and state  authorizations  to
    own all of its  assets and to carry on its  business  as now
    being  conducted;   and  Trinity  Core  Fund  that  is  duly
    registered under the Act and such  registration has not been
    rescinded or revoked and is in full force and effect;

      G.    All  Federal  and other tax  returns  and reports of
    Trinity  Core  Fund  required  by law to be filed  have been
    filed,  and all  federal  and other  taxes shown due on said
    returns and reports have been paid or  provision  shall have
    been  made for the  payment  thereof  and to the best of the
    knowledge  of Trinity  Core Fund no such return is currently
    under  audit  and  no  assessment  has  been  asserted  with
    respect to such  returns  and to the extent such tax returns
    with  respect to the taxable year of Trinity Core Fund ended
    July 31,  2002 have not been  filed,  such  returns  will be
    filed  when  required  and the  amount  of tax  shown as due
    thereon shall be paid when due; and

      H.    Trinity  Core Fund has  elected  that  Trinity  Core
    Fund be treated as a regulated  investment  company and, for
    each fiscal year of its  operations,  Trinity  Core Fund has
    met  the  requirements  of  Subchapter  M of  the  Code  for
    qualification  and  treatment  as  a  regulated   investment
    company  and  Trinity   Core  Fund   intends  to  meet  such
    requirements with respect to its current taxable year.

13.   Main Street Fund hereby represents and warrants that:

A.    The audited  financial  statements of Main Street Fund
    as of August 31, 2002 and unaudited financial  statements as
    of February  28, 2003  heretofore  furnished to Trinity Core
    Fund,  present  fairly the  financial  position,  results of
    operations,  and changes in net assets of Main Street  Fund,
    as of that  date,  in  conformity  with  generally  accepted
    accounting  principles  applied on a basis  consistent  with
    the preceding  year; and that from February 28, 2003 through
    the  date  hereof  there  have not  been,  and  through  the
    Closing  Date  there  will  not  be,  any  material  adverse
    changes  in the  business  or  financial  condition  of Main
    Street  Fund,  it being  understood  that a decrease  in the
    size of Main  Street Fund due to a  diminution  in the value
    of its portfolio  and/or  redemption of its shares shall not
    be considered a material or adverse change;

B.    The   Prospectus,   as   amended   and   supplemented,
    contained  in  Main  Street  Fund's  Registration  Statement
    under the 1933 Act, is true, correct and complete,  conforms
    to the  requirements  of the 1933  Act and does not  contain
    any untrue  statement of a material  fact or omit to state a
    material fact required to be stated  therein or necessary to
    make   the   statements   therein   not   misleading.    The
    Registration  Statement,  as amended, was, as of the date of
    the  filing  of the  last  Post-Effective  Amendment,  true,
    correct and complete,  conformed to the  requirements of the
    1933  Act and did not  contain  any  untrue  statement  of a
    material  fact or omit to state a material  fact required to
    be  stated  therein  or  necessary  to make  the  statements
    therein not misleading;

      C.    Except  for this  Agreement,  there  is no  material
    contingent  liability  of Main  Street  Fund and no material
    claim  and  no  material  legal,   administrative  or  other
    proceedings  pending  or, to the  knowledge  of Main  Street
    Fund,  threatened against Main Street Fund, not reflected in
    such Prospectus;

      D.    There  are  no  material  contracts  outstanding  to
    which Main Street Fund is a party other than those  ordinary
    in the conduct of its business;

      E.    Main   Street   Fund  is  a   business   trust  duly
    organized,  validly  existing and in good standing under the
    laws of the Commonwealth of Massachusetts;  Main Street Fund
    has  all   necessary   and   material   Federal   and  state
    authorizations  to own all its  properties and assets and to
    carry on its business as now being  conducted;  the Class A,
    Class B and  Class C shares  of Main  Street  Fund  which it
    issues to Trinity Core Fund pursuant to the  Agreement  will
    be  duly   authorized,   validly   issued,   fully-paid  and
    non-assessable,  except as set forth  under  "Shareholder  &
    Trustee  Liability"  in  Main  Street  Fund's  Statement  of
    Additional  Information,  will  conform  to the  description
    thereof   contained  in  Main  Street  Fund's   Registration
    Statement  and will be duly  registered  under  the 1933 Act
    and in the states where  registration is required;  and Main
    Street  Fund  is duly  registered  under  the  Act and  such
    registration  has not been  revoked or  rescinded  and is in
    full force and effect;

      F.    All  federal  and other tax  returns  and reports of
    Main  Street  Fund  required  by law to be filed  have  been
    filed,  and all  federal  and other  taxes shown due on said
    returns and reports have been paid or  provision  shall have
    been  made for the  payment  thereof  and to the best of the
    knowledge of Main Street  Fund,  no such return is currently
    under  audit  and  no  assessment  has  been  asserted  with
    respect to such  returns  and to the extent such tax returns
    with  respect to the taxable  year of Main Street Fund ended
    August 31, 2002 have not been filed,  such  returns  will be
    filed  when  required  and the  amount  of tax  shown as due
    thereon shall be paid when due;

      G.    Main  Street  Fund has  elected  to be  treated as a
    regulated  investment  company  and, for each fiscal year of
    its  operations,  Main Street Fund has met the  requirements
    of Subchapter M of the Code for  qualification and treatment
    as a  regulated  investment  company  and Main  Street  Fund
    intends  to  meet  such  requirements  with  respect  to its
    current taxable year;

      H.    Main  Street  Fund has no plan or  intention  (i) to
    dispose of any of the  assets  transferred  by Trinity  Core
    Fund,  other than in the  ordinary  course of  business,  or
    (ii) to redeem  or  reacquire  any of the Class A,  Class B,
    Class  C,  Class N and  Class Y shares  issued  by it in the
    reorganization  other than  pursuant  to valid  requests  of
    shareholders; and

      I.    After     consummation    of    the     transactions
    contemplated  by the Agreement,  Main Street Fund intends to
    operate its business in a substantially unchanged manner.

      14.   Each party  hereby  represents  to the other that no
    broker or finder  has been  employed  by it with  respect to
    the Agreement or the transactions  contemplated hereby. Each
    party also  represents  and  warrants  to the other that the
    information   concerning  it  in  the  Proxy  Statement  and
    Prospectus  will  not  as of its  date  contain  any  untrue
    statement  of a  material  fact  or  omit  to  state  a fact
    necessary to make the  statements  concerning it therein not
    misleading and that the financial  statements  concerning it
    will  present the  information  shown  fairly in  accordance
    with generally accepted  accounting  principles applied on a
    basis  consistent  with the preceding  year. Each party also
    represents  and warrants to the other that the  Agreement is
    valid,  binding and enforceable in accordance with its terms
    and that the  execution,  delivery  and  performance  of the
    Agreement  will not  result  in any  violation  of, or be in
    conflict  with,  any  provision  of  any  charter,  by-laws,
    contract,  agreement,  judgment, decree or order to which it
    is  subject  or to  which it is a party.  Main  Street  Fund
    hereby  represents to and  covenants  with Trinity Core Fund
    that, if the reorganization  becomes effective,  Main Street
    Fund will treat each  shareholder  of Trinity  Core Fund who
    received  any of Main  Street  Fund's  shares as a result of
    the  reorganization  as  having  made  the  minimum  initial
    purchase  of shares of Main  Street  Fund  received  by such
    shareholder   for   the   purpose   of   making   additional
    investments  in shares of Main Street  Fund,  regardless  of
    the value of the shares of Main Street Fund received.

      15.   Main Street  Fund  agrees  that it will  prepare and
    file a  Registration  Statement  on Form N-14 under the 1933
    Act  which  shall  contain  a  preliminary   form  of  proxy
    statement and prospectus  contemplated by Rule 145 under the
    1933  Act.  The  final  form of  such  proxy  statement  and
    prospectus  is  referred to in the  Agreement  as the "Proxy
    Statement  and  Prospectus."  Each party agrees that it will
    use its best  efforts  to have such  Registration  Statement
    declared   effective   and  to   supply   such   information
    concerning  itself for inclusion in the Proxy  Statement and
    Prospectus   as  may  be  necessary  or  desirable  in  this
    connection.  Trinity  Core  Fund  covenants  and  agrees  to
    liquidate and dissolve as soon as  practicable to the extent
    required under the laws of the State of Massachusetts,  and,
    upon Closing,  to cause the  cancellation of its outstanding
    shares.

      16.    The  obligations  of the  parties  shall be subject
    to the right of either  party to abandon and  terminate  the
    Agreement  for any  reason and there  shall be no  liability
    for damages or other  recourse  available  to a party not so
    terminating this Agreement,  provided,  however, that in the
    event that a party shall  terminate this  Agreement  without
    reasonable  cause,  the  party so  terminating  shall,  upon
    demand,  reimburse  the  party  not so  terminating  for all
    expenses,  including reasonable  out-of-pocket  expenses and
    fees incurred in connection with this Agreement.

      17.   The   Agreement   may   be   executed   in   several
    counterparts,  each of which  shall be deemed  an  original,
    but all taken together shall  constitute one Agreement.  The
    rights  and  obligations  of  each  party  pursuant  to  the
    Agreement shall not be assignable.

      18.   All   prior  or   contemporaneous   agreements   and
    representations   are  merged  into  the  Agreement,   which
    constitutes   the  entire   contract   between  the  parties
    hereto.  No  amendment  or  modification  hereof shall be of
    any force and  effect  unless in  writing  and signed by the
    parties  and no party  shall be  deemed to have  waived  any
    provision  herein  for its  benefit  unless  it  executes  a
    written acknowledgment of such waiver.

      19.   Main Street Fund  understands  that the  obligations
    of Trinity  Core Fund under the  Agreement  are not  binding
    upon  any  Trustee  or  shareholder  of  Trinity  Core  Fund
    personally,  but bind only  Trinity  Core  Fund and  Trinity
    Core Fund's property.

      20.   Trinity Core Fund  understands  that the obligations
    of Main  Street  Fund under the  Agreement  are not  binding
    upon  any  trustee  or   shareholder  of  Main  Street  Fund
    personally,  but bind only Main  Street Fund and Main Street
    Fund's  property.  Trinity Core Fund  represents that it has
    notice  of the  provisions  of the  Declaration  of Trust of
    Main  Street  Fund   disclaiming   shareholder  and  trustee
    liability for acts or obligations of Main Street Fund.







      IN WITNESS  WHEREOF,  each of the  parties  has caused the
    Agreement  to be  executed  and  attested  by  its  officers
    thereunto  duly  authorized  on the  date  first  set  forth
    above.

                  OPPENHEIMER TRINITY CORE FUND


                  By:    /s/ Robert G. Zack
                        Robert G. Zack
                        Secretary

                  OPPENHEIMER  MAIN STREET FUND


                  By:   /s/ Robert G. Zack
                        Robert G. Zack
                        Secretary








Part B
------

            STATEMENT OF ADDITIONAL INFORMATION
             TO PROSPECTUS AND PROXY STATEMENT



              Acquisition of the Assets of the
               OPPENHEIMER TRINITY CORE FUND

            By and in exchange for Shares of the
               OPPENHEIMER MAIN STREET FUND,
      A SERIES OF OPPENHEIMER MAIN STREET FUNDS, INC.


      This Statement of Additional Information to this
Prospectus and Proxy Statement (the "SAI") relates
specifically to the proposed delivery of substantially all
of the assets of Oppenheimer Trinity Core Fund ("Trinity
Core Fund") for shares of Oppenheimer Main Street Fund, A
Series Of Oppenheimer Main Street Funds, Inc. ("Main Street
Fund").

      This  SAI   consists   of  this  Cover  Page  and  the
following  documents:  (i)  Annual and  Semi-Annual  Reports
dated July 31, 2002 and January 31, 2003,  respectively,  of
Trinity Core Fund; (ii) the Annual and  Semi-Annual  Reports
dated August 31, 2002 and  February  28, 2003,  respectively
of Main Street Fund;  (iii) the  Prospectus  of Trinity Core
Fund dated  September 24, 2002 as  supplemented  November 1,
2002;  (iv)  the  Statement  of  Additional  Information  of
Trinity  Core  Fund  dated  September  24,  2002 as  revised
October 15, 2002,  and as  supplemented  January 2, 2003 and
March  31,  2003;  and  (iv)  the  Statement  of  Additional
Information  of Main Street  Fund dated  October 23, 2002 as
supplemented April 30, 2003.

      This SAI is not a Prospectus; you should read this
SAI in conjunction with the Prospectus and Proxy Statement
dated August 4, 2003, relating to the above-referenced
transaction. You can request a copy of the Prospectus and
Proxy Statement by calling 1.800.525.7048 or by writing
OppenheimerFunds Services at P.O. Box 5270, Denver,
Colorado 80217. The date of this SAI is August 4, 2003.





OPPENHEIMER MAIN STREET GROWTH & INCOME FUND®
                    Supplement dated April 30, 2003 to the
                      Prospectus dated October 23, 2002



The Prospectus is changed as follows:

   On February 24, 2003, the Fund's Board of Directors approved changing the
   name of "Oppenheimer Main Street Growth & Income Fund" to "Oppenheimer
   Main Street Fund" effective April 30, 2003.  References in the Prospectus
   to Oppenheimer Main Street Growth & Income Fund should be replaced by the
   new fund name Oppenheimer Main Street Fund.









April 30, 2003                                              PS0700.030



Oppenheimer
Main Street® Growth & Income Fund
---------------------------------------------------------------------------------


Prospectus dated October 23, 2002


                                         Oppenheimer Main Street® Growth &
                                         Income Fund is a mutual fund that
                                         seeks a high total return.  It
                                         currently invests mainly in common
                                         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
As with all mutual funds, the            read this Prospectus carefully before
Securities and Exchange Commission has   you invest and keep it for future
not approved or disapproved the Fund's   reference about your account.
securities nor has it determined that
this Prospectus is accurate or
complete.  It is a criminal offense to
represent otherwise.
---------------------------------------------------------------------------------
                                                (logo) OppenheimerFunds
                                                The Right Way to Invest









CONTENTS

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

                  The Fund's Investment Objective and Strategies

                  Main Risks of Investing in the Fund

                  The Fund's Past Performance

                  Fees and Expenses of the Fund

                  About the Fund's Investments

                  How the Fund is Managed

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

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

                  Special Investor Services
                  AccountLink
                  PhoneLink
                  OppenheimerFunds Internet Website
                  Automatic Withdrawal and Exchange Plans
                  Reinvestment Privilege
                  Retirement Plans

                  How to Sell Shares
                  By Wire
                  By Mail
                  By Telephone

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights



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

The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks a high total return.

WHAT DOES THE FUND INVEST IN?  The Fund currently invests mainly in common
stocks of U.S. companies of different capitalization ranges, presently focusing
on large-capitalization issuers.  It also can buy debt securities, such as
bonds and debentures, but does not currently emphasize these investments.

HOW DO THE PORTFOLIO MANAGERS DECIDE WHAT SECURITIES TO BUY OR SELL?  In
selecting securities for purchase or sale by the Fund, the Fund's portfolio
managers use an investment process that combines quantitative models,
fundamental research about particular securities and individual judgment.
While this process and the inter-relationship of the factors used may change
over time and its implementation may vary in particular cases, in general the
selection process currently involves the use of:

   o  Multi-factor  quantitative  models:  These  include  a group of  "top-down"
      models  that  analyze  data such as  relative  valuations,  relative  price
      trends,  interest  rates  and the  shape of the  yield  curve.  These  help
      direct  portfolio  emphasis  by  market  capitalization   (small,  mid,  or
      large),  industries,  and value or growth  styles.  A group of "bottom  up"
      models  helps  to  rank  stocks  in a  universe  typically  including  3000
      stocks,  selecting  stocks for relative  attractiveness  by analyzing stock
      and company characteristics.
   o  Fundamental research: The portfolio managers use internal research and
      analysis by other market analysts, with emphasis on current company news
      and industry-related events.
   o  Judgment:  The portfolio is then continuously rebalanced by the portfolio
      managers, using the tools described above.

WHO IS THE FUND DESIGNED FOR?  The Fund is designed primarily for investors
seeking total return in their investment over the long term, with the
opportunity for some current income.  Those investors should be willing to
assume the risks of short-term share price fluctuations that are typical for a
moderately aggressive fund focusing mainly on stock investments.  Since the
Fund's income level will fluctuate and will likely be small, it is not designed
for investors needing an assured level of 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 are subject
to changes in their value from a number of factors described below. There is
also the risk that poor security selection by the Fund's investment Manager,
OppenheimerFunds, Inc., will cause the Fund to underperform other funds having
a similar objective.

RISKS OF INVESTING IN STOCKS.  Stocks fluctuate in price, and their short-term
volatility at times may be great.  Because the Fund currently invests a
substantial portion of its assets in common stocks, the value of the Fund's
portfolio will be affected by changes in the stock markets. 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. In particular, because the Fund currently focuses its stock investments
in U.S. issuers, it will be primarily affected by changes in U.S. 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 currently invests primarily in securities of large
companies, but can also buy securities of small and medium-size companies,
which may have more volatile prices than stocks of large companies.

      At times, the Manager may increase the Fund's emphasis of its investments
in a particular industry compared to the weighting of that industry in the S&P
500 Index which the Fund uses as a performance benchmark.  To the extent that
the Fund increases its emphasis on stocks in a particular industry, its share
values may fluctuate in response to events affecting that industry, such as
changes in economic conditions, government regulations, availability of basic
resources or supplies, or other events that affect that industry more than
others.

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

      In the short term, the stock markets can be volatile, and the price of
the Fund's shares can go up and down. While fixed-income securities have their
own risks, and are not currently emphasized by the Fund, they have the
potential to help cushion the Fund's total return from changes in stock
prices.  In the OppenheimerFunds spectrum, the Fund is generally more
conservative than aggressive growth stock funds, but may be more volatile 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 the Fund's performance (for its Class A shares) for the last
ten calendar years and by showing how the average annual total returns of the
Fund's shares, both before and after taxes, compare to those of a broad-based
market index.  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.  The after-tax returns for the other classes of shares
will vary.   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 results 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 both 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 1/1/02 through 9/30/02, the
cumulative return (not annualized) before taxes for Class A shares was
-22.89%.  During the period shown in the bar chart, the highest return (not
annualized) before taxes for a calendar quarter was 27.05% (4th QTR `92) and
the lowest return (not annualized) before taxes for a calendar quarter was
-11.49% (3rd QTR `01).

 ------------------------------------------------------------------------------
 Average Annual Total
 Returns for the periods             1 Year         5 Years     10 Years (or
 Ended December 31, 2001                                        Life of
                                                                Class, if
                                                                Less)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class A Shares (inception
 2/3/88)                             -15.61%         7.60%          14.32%
 Return before taxes                 -15.70%         6.06%          12.15%
 Return after taxes on
 distributions                       -9.48%          5.97%          11.37%
 Return after taxes on
 distributions and sale of fund
 shares
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 S&P 500 Index (reflects no          -11.88%        10.70%         12.93%1
 deductions for fees, expenses
 or taxes)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class B Shares (inception           -15.56%         7.76%          11.35%
 10/3/94)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class C Shares (inception           -12.01%         8.06%          10.53%
 12/1/93)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class N Shares (inception            N/A2            N/A            N/A
 3/1/01)
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class Y Shares (inception           -10.29%         9.11%          9.69%
 11/1/96)
 ------------------------------------------------------------------------------
1 From 12/31/91.
2  Because this is a new class of shares, return data for the period specified
is not available.
The Fund's average annual total returns in the table include the applicable
sales charges: for Class A shares, the current maximum initial sales charge of
5.75%; for Class B shares, the contingent deferred sales charges of 5%
(1-year), 2% (5-year); and for Class C shares, 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
the contingent deferred sales charge and uses Class A performance for the
period after conversion. There is no sales charge on Class Y shares. The Fund's
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 Index, an unmanaged index of equity securities.  Index performance reflects
the reinvestment of income but does not consider the effects of transaction
costs, fees, expenses or taxes. The Fund may have investments that vary from
those in the index.

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services.  Those expenses
are subtracted from the Fund's assets to calculate the Fund's net asset values
per share.  All shareholders therefore pay those expenses indirectly.
Shareholders pay other expenses directly, such as sales charges and account
transaction charges.  The following tables are meant to help you understand the
fees and expenses you may pay if you buy and hold shares of the Fund.  The
numbers below are based on the Fund's expenses during its fiscal year ended
August 31, 2002.





Shareholder Fees (charges paid directly from your investment):

-------------------------------------------------------------------------------
                          Class A   Class B    Class C     Class N  Class Y
                           Shares     Shares     Shares    Shares     Shares
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Maximum Sales Charge
(Load) on purchases         5.75%      None       None      None       None
(as % of offering price)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as % of
the lower of the            None1      5%2        1%3        1%4       None
original offering price
or redemption proceeds)
-------------------------------------------------------------------------------
1.    A  contingent   deferred   sales  charge  may  apply  to   redemptions   of
   investments  of $1 million  or more  ($500,000  for  certain  retirement  plan
   accounts)  of  Class A  shares.  See  "How  Can You Buy  Class A  Shares"  for
   details.
2.    Applies  to  redemptions  in first  year  after  purchase.  The  contingent
   deferred  sales  charge  declines  to 1% in the sixth  year and is  eliminated
   after that.
3.    Applies to shares redeemed within 12 months of purchase.
4.    A contingent  deferred  sales charge applies to shares  redeemed  within 18
   months of retirement plan's first purchase.

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              0.46%     0.46%      0.46%      0.46%     0.46%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees         0.24%     1.00%      1.00%      0.50%      N/A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses               0.29%     0.29%      0.29%      0.28%     0.46%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total Annual Operating
Expenses                     0.99%     1.75%      1.75%      1.24%     0.92%
--------------------------------------------------------------------------------
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 0.25% of average daily net assets per fiscal year for Class Y
shares and 0.35% of average daily net assets per fiscal year for all other
classes.  That undertaking was effective on January 1, 2001 for Class Y shares
and on October 1, 2001 for all other classes of shares. The undertaking was
pro-rated for the remainder of the fiscal year ending after that date, and may
be amended or withdrawn at any time. After the waiver, the actual "Other
Expenses" and "Total Annual Operating Expenses" as percentages of average daily
net assets were 0.32% and 0.78%, respectively, for Class Y shares.  For the
Fund's fiscal year ended August 31, 2002, the transfer agent fees did not
exceed the expense limitation described above for the other classes of shares.
Effective November 1, 2002, the transfer agent will limit its fees to 0.35% of
average daily net assets per fiscal year for Class Y shares.  Had that reduced
waiver been in effect during the past fiscal year for Class Y shares, the
actual "Other Expenses" and "Total Annual Operating Expenses" as percentages of
daily net assets would have been 0.42% and 0.88%, respectively.

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                  $670          $872         $1,091      $1,718
---------------------------------------------------------------------------------
Class B Shares                  $678          $851         $1,149      $1,6771
---------------------------------------------------------------------------------
Class C Shares                  $278          $551         $ 949       $2,062
---------------------------------------------------------------------------------
Class N Shares                  $226          $393         $ 681       $1,500
---------------------------------------------------------------------------------
Class Y Shares                  $ 94          $293         $ 509       $1,131
---------------------------------------------------------------------------------
If shares are not redeemed:    1 Year        3 Years      5 Years     10 Years
---------------------------------------------------------------------------------
Class A Shares                  $670          $872         $1,091      $1,718
---------------------------------------------------------------------------------
Class B Shares                  $178          $551         $ 949       $1,6771
---------------------------------------------------------------------------------
Class C Shares                  $178          $551         $ 949       $2,062
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N Shares                  $126          $393         $ 681       $1,500
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class Y Shares                  $ 94          $293         $ 509       $1,131
---------------------------------------------------------------------------------
In the first example, expenses include the initial sales charge for Class A and
the applicable Class B, Class C or Class N contingent deferred sales charges.
In the second example, the Class A expenses include the sales charge, but Class
B, Class C and Class N expenses do not include the contingent deferred sales
charges.
1. Class B expenses for years 7 through 10 are based on Class A expenses, since
Class B shares automatically convert to Class A shares after 6 years.

About the Fund's Investments

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

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

Stock Investments.  The Fund currently invests mainly in common stocks.  The
      Fund currently focuses on securities of issuers that have large
      capitalizations.  Historically their stock prices have tended to be less
      volatile than securities of smaller issuers.  However, the Fund can buy
      stocks of issuers in all capitalization ranges. "Capitalization" refers
      to the market value of all of the issuers' outstanding common stock.

Portfolio Turnover.  A change in the securities held by the Fund is known as
      "portfolio turnover."  The Fund can engage in active and frequent trading
      to try to achieve its objective, and may have a high portfolio turnover
      rate (for example, over 100%).  Increased portfolio turnover creates
      higher brokerage and transaction costs for the Fund.  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 rate during prior fiscal
      years.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE?  The Fund's Board of
Directors 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 objective, the Fund can also use the
investment techniques and strategies described below.  The Fund might not
always use all of them.  These techniques have risks, although some are
designed to help reduce overall investment or market risks.

Debt Securities.  The mix of equities and debt securities in the Fund's
      portfolio will vary over time depending on the Manager's judgment about
      market and economic conditions.  The Fund's investments in debt
      securities can include securities issued or guaranteed by the U.S.
      government or its agencies and instrumentalities, and foreign and
      domestic corporate bonds, notes and debentures. They may be selected for
      their income possibilities, for liquidity and to help cushion
      fluctuations in the Fund's net asset values.

      The debt securities the Fund buys may be rated by nationally recognized
      rating organizations such as Moody's Investors Service, Inc. or Standard
      & Poor's Rating Service or they may be unrated securities assigned a
      comparable rating by the Manager.

o     Interest Rate Risks.  The values of debt securities are subject to change
      when prevailing interest rates change.  When interest rates fall, the
      value of already-issued debt securities generally rise.  When interest
      rates rise, the values of already-issued debt securities generally
      decline. 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.

o     Credit Risks.  Debt securities are subject to credit risks.  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 might be reduced, and if the
      issuer fails to repay principal, the value of that security and of the
      Fund's shares may fall.

o     Special Credit Risks of Lower-Grade Securities. The Fund can invest up to
      25% of its total assets in "lower-grade" securities commonly known as
      "junk bonds."  These are securities rated below "Baa" by Moody's Investors
      Service, Inc. or "BBB" by Standard & Poors Ratings Service or having
      similar ratings by other ratings organizations, or if unrated, assigned a
      comparable rating by the Manager. However, the Fund currently does not
      intend to invest more than 10% of its assets in lower-grade securities
      and cannot invest more than 10% of its total assets in lower-grade
      securities that are not convertible.

      Debt securities below investment grade, whether rated or unrated, have
      greater risks than investment-grade securities.  There may be less of a
      market for them and therefore they may be harder to sell at an acceptable
      price.  There is a relatively greater possibility that the issuer's
      earnings may be insufficient to make the payments of interest and
      principal when due.  These risks mean that the Fund's net asset value per
      share could be affected by declines in value of these securities.

Risks of Foreign Investing.  The Fund can buy securities of companies or
      governments in any country, developed or underdeveloped. While there is
      no limit on the amount of the Fund's assets that may be invested in
      foreign securities, the Manager does not currently plan to invest
      significant amounts of the Fund's assets in foreign securities. While
      foreign securities offer special investment opportunities, there are also
      special risks, such as the effects of a change in value of a foreign
      currency against the U.S. dollar, which will result in a change in the
      U.S. dollar value of securities denominated in that foreign currency.

Other Equity Securities.  Equity securities include common stocks, as well as
      "equity equivalents" such as preferred stocks and securities convertible
      into common stock.  Preferred stock has a set dividend rate and ranks
      after bonds and before common stocks in its claim for dividends and on
      assets if the issuer is liquidated or becomes bankrupt.  The Manager
      considers some convertible securities to be "equity equivalents" because
      of the conversion feature and in that case their rating has less impact
      on the investment decision than in the case of debt securities.

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 will not invest more than 10% of its net assets in illiquid or
      restricted securities (the Board can increase that limit to 15%).
      Certain restricted securities that are eligible for resale to qualified
      institutional purchasers are not subject to that limit. The Manager
      monitors holdings of illiquid securities on an ongoing basis to determine
      whether to sell any holdings to maintain adequate liquidity.

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

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

   o  Hedging.  The Fund can buy and sell futures contracts, put and call
      options, forward contracts and options on futures and securities indices.
      These are all referred to as "hedging instruments."  Some of these
      strategies would hedge the Fund's portfolio against price fluctuations.
      Other hedging strategies, such as buying futures and call options, would
      tend to increase the Fund's exposure to the securities market.

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

Temporary Defensive and Interim Investments. In times of unstable adverse
      market or economic conditions, the Fund can invest up to 100% of its
      total assets in temporary defensive investments that are inconsistent
      with the Fund's principal investment strategies. Generally, they would be
      money market instruments, U.S. government securities, highly-rated
      commercial paper, or repurchase agreements. The Fund may 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 may not achieve its investment objective.

How the Fund is Managed

THE MANAGER. The Manager chooses the Fund's investments and handles its
day-to-day business.  The Manager carries out its duties, subject to the
policies established by the Fund's Board of Directors, under an investment
advisory agreement that states the Manager's responsibilities.  The agreement
sets the fees the Fund pays to the Manager and describes the expenses that the
Fund is responsible to pay to conduct its business.

      The Manager has been an investment advisor since January 1960.  The
Manager and its subsidiaries and controlled affiliates managed more than $120
billion in assets as of September 30, 2002 including other Oppenheimer funds,
with more than 7 million shareholder accounts.  The Manager is located at 498
Seventh Avenue, New York, New York 10018.

Portfolio Managers.  The portfolio managers of the Fund are Charles Albers and
      Nikolaos Monoyios.   Mr. Albers is a Vice President of the Fund, Senior
      Vice President of the Manager, and an officer and portfolio manager of
      other Oppenheimer funds.  Mr. Monoyios is a Vice President of the Fund
      and of the Manager and an officer and portfolio manager of other
      Oppenheimer funds.  Prior to joining the Manager in 1998, they were
      portfolio managers at Guardian Investor Services, the investment
      management subsidiary of The Guardian Life Insurance Company.

Advisory Fees.  Under the investment advisory agreement, the Fund pays the
      Manager an advisory fee at an annual rate that declines as the Fund's
      assets grow: 0.65% of the first $200 million of average annual net assets
      of the Fund, 0.60% of the next $150 million, 0.55% of the next $150
      million, and 0.45% of average annual net assets in excess of $500
      million.  The Fund's management fee for the period ended August 31, 2002
      was 0.46% of average annual net assets for each class of shares.

ABOUT your account

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer,
      broker or financial institution that has a sales agreement with the
      Distributor. Your dealer will place your order with the Distributor on
      your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New Account
      Application and return it with a check payable to "OppenheimerFunds
      Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217. If
      you don't list a dealer on the application, the Distributor will act as
      your agent in buying the shares. However, we recommend that you discuss
      your investment with a financial advisor before you make a purchase to be
      sure that the Fund is appropriate for you.
o     Paying by Federal Funds Wire. Shares purchased through the Distributor
      may be paid for by Federal Funds wire. The minimum investment is $2,500.
      Before sending a wire, call the Distributor's Wire Department at
      1.800.225.5677 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.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial
investment of $1,000 and make additional investments at any time with as little
as $25 (effective November 1, 2002, the additional purchase amount is $50).
There are reduced minimum investments under special investment plans.
o     With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and
      military allotment plans, you can make initial and subsequent investments
      for as little as $25. The minimum additional investment in any such plan
      accounts established on or after November 1, 2002 is $50. The minimum
      additional investment to such plan accounts that were established prior
      to November 1, 2002 will remain $25. To establish a new Asset Builder
      Plan account on or after November 1, 2002, you must first invest at least
      $500.
o     Under retirement plans, such as IRAs, pension and profit-sharing plans
      and 401(k) plans, you can start your account with as little as $250. If
      your IRA is started as an Asset Builder Plan, the $25 minimum applies.
      Additional purchases may be for as little as $25. To establish any type
      of IRA account on or after November 1, 2002, the minimum investment is
      $500. The minimum additional investment to any type of IRA account after
      November 1, 2002 is $50.
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, 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 Directors 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
      Directors has authorized the Manager, subject to the Board's review, to
      ascertain a fair value for such security.  A security's valuation may
      differ depending on the method used for determining value.

The Offering Price. To receive the offering price for a particular day, in most
      cases the Distributor or its designated agent must receive your order by
      the time of day The New York Stock Exchange closes that day. If your
      order is received on a day when the Exchange is closed or after it has
      closed, the order will receive the next offering price that is determined
      after your order is received.

Buying Through a Dealer. If you buy shares through a dealer, your dealer must
      receive the order by the close of The New York Stock Exchange and
      transmit it to the Distributor so that it is received before the
      Distributor's close of business on a regular business day (normally 5:00
      P.M.) to receive that day's offering price, 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 six years of buying them, you will normally pay a
      contingent deferred sales charge. That contingent deferred sales charge
      varies depending on how long you own your shares, as described in "How
      Can 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 special agreements with the Distributor.

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

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

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

   o  Investing for the Shorter Term. While the Fund is meant to be a long-term
      investment, if you have a relatively short-term investment horizon (that
      is, you plan to hold your shares for not more than six years), you should
      probably consider purchasing Class A 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 $500,000 or more of Class B
      shares or $1 million or more of Class C shares from a single investor.

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

Are There Differences in Account Features That Matter to You? Some account
      features may not be available to Class B, Class C  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 the
special conditions apply.

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

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

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

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

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
      purchases of Class A shares of any one or more of the Oppenheimer funds
      aggregating $1 million or more, or for certain purchases by particular
      types of retirement plans that were permitted to purchase such shares
      prior to March 1, 2001 ("grandfathered retirement accounts"). Retirement
      plans are not permitted to make initial purchases of Class A shares
      subject to a contingent deferred sales charge. The Distributor pays
      dealers of record concessions in an amount equal to 1.0% of purchases of
      $1 million or more other than by grandfathered retirement accounts. For
      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.

      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 Service Plan for Class
      A shares. It reimburses the Distributor for a portion of its costs
      incurred for services provided to accounts that hold Class A shares.
      Reimbursement is made quarterly at an annual rate of up to 0.25% of the
      average annual net assets of Class A shares of the Fund. The Distributor
      currently uses all of those fees to pay dealers, brokers, banks and other
      financial institutions quarterly for providing personal service and
      maintenance of accounts of their customers that hold Class A shares. 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. After the shares have been held 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 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 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. See the Statement
      of Additional Information for exceptions.

      The Distributor currently pays a sales concession of 0.75% of the
      purchase price of Class N shares to dealers from its own resources at the
      time of sale. Including the advance of the service fee, the total amount
      paid by the Distributor to the dealer at the time of sale of Class N
      shares is therefore 1.0% of the purchase price. The Distributor retains
      the asset-based sales charge on Class N shares. See the Statement of
      Additional Information for exceptions.

Special Investor Services

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

      You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1.800.225.5677. 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 New York Stock Exchange that day, which
is normally 4:00 P.M., but may be earlier on some days. You may not redeem
shares held in an OppenheimerFunds retirement plan account or under a share
certificate by telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.225.5677.
      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 normally redeemed from one fund and purchased from the other
      fund in the exchange transaction on the same regular business day on
      which the Transfer Agent receives an exchange request that conforms to
      the policies described above. It must be received by the close of The New
      York Stock Exchange that day, which is normally 4:00 P.M. but may be
      earlier on some days. However, either fund may delay the purchase of
      shares of the fund you are exchanging into up to seven days if it
      determines it would be disadvantaged by the same day exchange.
o     The interests of the Fund's long-term shareholders and its ability to
      manage its investments may be adversely affected when its shares are
      repeatedly bought and sold in response to short-term market
      fluctuations--also known as "market timing." When large dollar amounts
      are involved, the Fund may have difficulty implementing long-term
      investment strategies, because it cannot predict how much cash it will
      have to invest. Market timing also may force the Fund to sell portfolio
      securities at disadvantageous times to raise the cash needed to buy a
      market timer's Fund shares. These factors may hurt the Fund's performance
      and its shareholders. When the Manager believes frequent trading would
      have a disruptive effect on the Fund's ability to manage its investments,
      the Manager and the Fund may reject purchase orders and exchanges into
      the Fund by any person, group or account that the Manager believes to be
      a market timer.
   o  The Fund may amend, suspend or terminate the exchange privilege at any
      time. The Fund will provide you notice whenever it is required to do so
      by applicable law, but it may impose changes at any time for emergency
      purposes.
   o  If the Transfer Agent cannot exchange all the shares you request because
      of a restriction cited above, only the shares eligible for exchange will
      be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
There is a $12 annual fee charged on any account valued at less than $500. See
      the Statement of Additional Information for circumstances when this fee
      will not be charged.
The offering of shares may be suspended during any period in which the
      determination of net asset value is suspended, and the offering may be
      suspended by the Board of Directors at any time the Board believes it is
      in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may be
      modified, suspended or terminated by the Fund at any time. The Fund will
      provide you notice whenever it is required to do so by applicable law. If
      an account has more than one owner, the Fund and the Transfer Agent may
      rely on the instructions of any one owner. Telephone privileges apply to
      each owner of the account and the dealer representative of record for the
      account unless the Transfer Agent receives cancellation instructions from
      an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
      transactions and has adopted other procedures to confirm that telephone
      instructions are genuine, by requiring callers to provide tax
      identification numbers and other account data or by using PINs, and by
      confirming such transactions in writing. The Transfer Agent and the Fund
      will not be liable for losses or expenses arising out of telephone
      instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
      receives all required documents in proper form. From time to time, the
      Transfer Agent in its discretion may waive certain of the requirements
      for redemptions stated in this Prospectus.
Dealers that 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.
"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 Directors.
Dividends and distributions paid to Class A and Class Y shares will generally
be higher than dividends for Class B, Class C and Class N shares, which
normally have higher expenses than Class A and Class Y. The Fund has no fixed
dividend rate and cannot guarantee that it will pay any dividends or
distributions.

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

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends and
distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all dividends
      and capital gains distributions in additional shares of the Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some
      distributions (dividends, short-term capital gains or long-term capital
      gains distributions) in the Fund while receiving the other types of
      distributions by check or having them sent to your bank account through
      AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all
      dividends and capital gains distributions or have them sent to your bank
      through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can
      reinvest all distributions in the same class of shares of another
      OppenheimerFunds account you have established.

TAXES. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Distributions are subject to federal income tax and may be subject to state or
local taxes. Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income. Long-term capital gains are taxable as
long-term capital gains when distributed to shareholders. It does not matter
how long you have held your shares. Whether you reinvest your distributions in
additional shares or take them in cash, the tax treatment is the same.

      Every year the Fund will send you and the IRS a statement showing the
amount of any taxable distribution you received in the previous year. Any
long-term capital gains will be separately identified in the tax information
the Fund sends you after the end of the calendar year.

Avoid "Buying a Dividend." If you buy shares on or just before the 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). This information has been audited by Deloitte & Touche LLP, the
Fund's independent auditors, whose report, along with the Fund's financial
statements, is included in the Statement of Additional Information, which is
available on request.



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



CLASS A      YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


Net asset value, beginning of period               $ 32.15      $ 45.41
$ 42.89       $ 32.32       $ 33.87
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                  .16
.14          .21           .19           .29
Net realized and unrealized gain (loss)              (4.29)
(11.18)        6.79         12.03           .99

--------------------------------------------------------------
Total from investment operations                     (4.13)
(11.04)        7.00         12.22          1.28

--------------------------------------------------------------
Dividends and/or distributions to shareholders:

Dividends from net investment income                  (.07)
(.12)          --          (.15)         (.33)
Distributions from net realized gain                  (.05)
(2.10)       (4.48)        (1.50)        (2.50)

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

Total dividends and/or distributions
to shareholders                                       (.12)
(2.22)       (4.48)        (1.65)        (2.83)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $27.90       $32.15
$45.41        $42.89        $32.32

==============================================================
------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1)                 (12.90)%
(24.85)%      17.74%        38.62%         3.68%

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

RATIOS/SUPPLEMENTAL DATA

------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)        $6,443,983   $7,320,747
$9,264,943    $7,723,607    $4,932,817
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $7,203,226   $7,954,409
$8,428,173    $6,721,568    $5,184,111
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                 0.52%
0.47%        0.54%         0.50%         0.83%
Expenses                                              0.99%
0.86%        0.90%         0.91%         0.90%(3)
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                 78%
76%          73%           72%           81%


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

SEE ACCOUMPANYING NOTES TO FINANCIAL STATMENTS.

29 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS Continuted
--------------------------------------------------------------------------------



CLASS B     YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


Net asset value, beginning of period                $31.34       $44.50
$42.42        $32.07        $33.66
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.20)
(.13)        (.08)         (.08)          .04
Net realized and unrealized gain (loss)              (4.05)
(10.93)        6.64         11.93           .96

--------------------------------------------------------------
Total from investment operations                     (4.25)
(11.06)        6.56         11.85          1.00
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --
--           --            --          (.09)
Distributions from net realized gain                  (.05)
(2.10)       (4.48)        (1.50)        (2.50)

--------------------------------------------------------------
Total dividends and/or distributions to
shareholders                                          (.05)
(2.10)       (4.48)        (1.50)        (2.59)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $27.04       $31.34
$44.50        $42.42        $32.07

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

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1)                 (13.58)%
(25.39)%      16.84%        37.62%         2.86%

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)        $3,510,800   $5,404,510
$8,367,040    $7,072,718    $4,168,498
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $4,607,653   $6,630,335
$7,628,232    $5,930,303    $4,122,775
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income (loss)                         (0.25)%
(0.29)%      (0.22)%       (0.26)%        0.06%
Expenses                                              1.75%
1.61%        1.66%         1.66%         1.66%(3)
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                 78%
76%          73%           72%           81%


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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


30 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND








CLASS C      YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


Net asset value, beginning of period                $31.33       $44.50
$42.41        $32.07        $33.64
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.11)
(.11)        (.08)         (.09)          .03
Net realized and unrealized gain (loss)              (4.14)
(10.96)        6.65         11.93           .98

--------------------------------------------------------------
Total from investment operations                     (4.25)
(11.07)        6.57         11.84          1.01
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --
--           --            --          (.08)
Distributions from net realized gain                  (.05)
(2.10)       (4.48)        (1.50)        (2.50)

--------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       (.05)
(2.10)       (4.48)        (1.50)        (2.58)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $27.03       $31.33
$44.50        $42.41        $32.07

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


------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1)                 (13.58)%
(25.42)%      16.87%        37.59%         2.91%
------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)        $1,198,517   $1,562,452
$2,213,568    $1,850,787    $1,144,692
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $1,432,566   $1,825,540
$2,004,263    $1,583,189    $1,184,355
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income (loss)                         (0.24)%
(0.29)%      (0.23)%       (0.25)%        0.07%
Expenses                                              1.75%
1.61%        1.67%         1.66%         1.65%(3)
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                 78%
76%          73%           72%           81%


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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



31 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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


CLASS N      YEAR ENDED AUGUST 31,                          2002
2001(1)
--------------------------------------------------------------------------------
PER SHARE OPERATING DATA
Net asset value, beginning of period                      $ 32.09    $34.36
--------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                         .12       .02
Net realized and unrealized loss                            (4.31)    (2.29)
--------------------------------------------------------------------------------
Total from investment operations                            (4.19)    (2.27)
--------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                         (.13)       --
Distributions from net realized gain                         (.05)       --
--------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders         (.18)       --
--------------------------------------------------------------------------------
Net asset value, end of period                             $27.72    $32.09

======================
--------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2)                        (13.15)%   (6.61)%


--------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)                  $43,464    $7,641
--------------------------------------------------------------------------------
Average net assets (in thousands)                         $28,141    $2,672
--------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                        0.28%     0.36%
Expenses                                                     1.24%     1.16%
--------------------------------------------------------------------------------
Portfolio turnover rate                                        78%       76%



1. For the period from March 1, 2001 (inception of offering) to August 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.
3. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



32 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND





CLASS Y       YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


 Net asset value, beginning of period               $32.28       $45.64
$43.00        $32.38        $33.94
------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                 .19
.17          .24           .24           .38
 Net realized and unrealized gain (loss)             (4.28)
(11.22)        6.88         12.07           .97

--------------------------------------------------------------
 Total from investment operations                    (4.09)
(11.05)        7.12         12.31          1.35
------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                 (.12)
(.21)          --          (.19)         (.41)
 Distributions from net realized gain                 (.05)
(2.10)       (4.48)        (1.50)        (2.50)

--------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                      (.17)
(2.31)       (4.48)        (1.69)        (2.91)
------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                     $28.02       $32.28
$45.64        $43.00        $32.38

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


------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN, AT NET ASSET VALUE(1)                (12.74)%
(24.76)%      18.00%        38.84%         3.88%

------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)         $225,298     $225,475
$260,289      $148,397       $53,063
------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $227,835     $239,222
$205,586      $ 99,155       $36,554
------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                                0.74%
0.60%        0.77%         0.63%         1.02%
 Expenses                                             0.92%
0.79%(3)     0.66%         0.77%         0.67%(4)
 Expenses, net of reduction to custodian
 expenses and/or voluntary waiver
 of transfer agent fees                               0.78%
0.73%        0.66%         0.77%         0.67%
------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                78%
76%          73%           72%           81%


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.
2. Annualized for periods of less than one full year.
3. Added since August 31, 2001 to reflect expenses before reduction to
custodian expenses and voluntary waiver of
transfer agent fees.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.


INFORMATION AND SERVICES

For More Information on Oppenheimer Main Street® Growth & Income 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
                              down-load documents on the OppenheimerFunds
                              website: WWW.OPPENHEIMERFUNDS.COM
                                       ------------------------
------------------------------------------------------------------------------

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be obtained
by calling the SEC at 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:                [logo]      OppenheimerFunds
Distributor, Inc.
The Fund's SEC File No. 811-5360
PR0700.001.1002
Printed on recycled paper



                          APPENDIX TO THE PROSPECTUS OF
                  OPPENHEIMER MAIN STREET® GROWTH & INCOME FUND

      Graphic material included in the Prospectus of Oppenheimer Main Street
Growth & Income Fund ("the Fund") "Annual Total Returns (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 ten most recent calendar years, without deducting sales
charges. Set forth below are the relevant data points that will appear in the
bar chart:

--------------------------------------------------------------------
Calendar Year Ended:             Annual Total Returns
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/92                         31.08%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/93                         35.38%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/94                         -1.53%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/95                         30.77%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/96                         15.70%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/97                         26.59%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/98                         25.19%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/99                         17.12%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/00                         - 7.94%
--------------------------------------------------------------------
--------------------------------------------------------------------
12/31/01                         -10.46%
--------------------------------------------------------------------





OPPENHEIMER MAIN STREET GROWTH & INCOME FUND(R)
                  Supplement dated April 30, 2003 to the
        Statement of Additional Information dated October 23, 2002


The Statement of Additional Information is changed as follows:

1. On February 24, 2003, the Fund's Board of Directors approved changing
   the name of "Oppenheimer Main Street Growth & Income Fund" to
   "Oppenheimer Main Street Fund" effective April 30, 2003.  References in
   the Statement of Additional Information to Oppenheimer Main Street
   Growth & Income Fund should be replaced by the new fund name
   Oppenheimer Main Street Fund.

2.    The section titled "Investment in Other Investment Companies" on
   page 7 is amended by adding the following sentence to the end of the
   first paragraph:

      As a non-fundamental policy, the Fund cannot invest in the
      securities of other registered open-end investment companies
      or registered unit investment trusts in reliance on
      sub-paragraph (F) or (G) of section 12(d)(1) of the
      Investment Company Act.






April 30, 2003                                              PX0700.013







Oppenheimer Main Street(R)Growth & Income Fund


6803 South Tucson Way, Centennial, Colorado 80112-3924
1.800.CALL.OPP (225.5677)

Statement of Additional Information dated October 23, 2002

      This Statement of Additional Information is not a prospectus.  This
document contains additional information about the Fund and supplements
information in the Prospectus dated October 23, 2002.  It should be read
together with the Prospectus, which may be obtained by writing to the Fund's
Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado
80217, or by calling the Transfer Agent at the toll-free number shown above,
or by downloading it from the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

Contents
                                                                        Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks......2
    The Fund's Investment Policies.........................................2
    Other Investment Techniques and Strategies.............................6
    Investment Restrictions...............................................20
How the Fund is Managed ..................................................22
Organization and History..................................................22
    Directors and Officers of the Fund....................................24
    The Manager...........................................................33
Brokerage Policies of the Fund............................................35
Distribution and Service Plans............................................37
Performance of the Fund...................................................41

About Your Account
How To Buy Shares.........................................................46
How To Sell Shares........................................................57
How To Exchange Shares....................................................61
Dividends, Capital Gains and Taxes........................................65
Additional Information About the Fund.....................................69

Financial Information About the Fund
Independent Auditors' Report..............................................70
Financial Statements......................................................71

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






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

Additional Information About the Fund's Investment Policies and Risks

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

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

      |X|   Investments in Equity Securities.  The Fund does not limit its
investments in equity securities to issuers having a market capitalization of
a specified size or range, and therefore can invest in securities of small-,
mid- and large-capitalization issuers. At times, the Fund can focus its
equity investments in securities of one or more capitalization ranges, based
upon the Manager's judgment of where the best market opportunities are to
seek the Fund's objective. At times, the market may favor or disfavor
securities of issuers of a particular capitalization range.  Securities of
small capitalization issuers may be subject to greater price volatility in
general than securities of larger companies. Therefore, if the Fund is
focusing on or has substantial investments in smaller capitalization
companies at times of market volatility, the Fund's share prices may
fluctuate more than that of funds focusing on larger capitalization issuers.

         |_|      Rights and Warrants.  The Fund can invest up to 10% of its
total assets in warrants or rights, although the Fund does not currently
intend to invest more than 5% of its total assets in warrants or rights.
Warrants basically are options to purchase equity securities at specific
prices valid for a specific period of time.  Their prices do not necessarily
move parallel to the prices of the underlying securities.  Rights are similar
to warrants, but normally have a short duration and are distributed directly
by the issuer to its shareholders.  Rights and warrants have no voting
rights, receive no dividends and have no rights with respect to the assets of
the issuer.

         |_|   Convertible Securities. Convertible securities are debt
securities that are convertible into an issuer's common stock. Convertible
securities rank senior to common stock in a corporation's capital structure
and therefore are subject to less risk than common stock in case of the
issuer's bankruptcy or liquidation.

      The value of a convertible security is a function of its "investment
value" and its "conversion value." If the investment value exceeds the
conversion value, the security will behave more like a debt security, and the
security's price will likely increase when interest rates fall and decrease
when interest rates rise. If the conversion value exceeds the investment
value, the security will behave more like an equity security.  In that case,
it will likely sell at a premium over its conversion value, and its price
will tend to fluctuate directly with the price of the underlying security.
      While some convertible securities are a form of debt security, in many
cases their conversion feature (allowing conversion into equity securities)
caused them to be regarded by the Manager more as "equity equivalents."  As a
result, the rating assigned to the security has less impact on the Manager's
investment decision than in the case of non-convertible fixed-income
securities.

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

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

      |X|   Investments in Bonds and Other Debt Securities.  The Fund can
invest in bonds, debentures and other debt securities to seek its investment
objective. Because the Fund currently emphasizes investments in equity
securities, such as stocks, it is not anticipated that significant amounts of
the Fund's assets will be invested in debt securities.  However, if market
conditions suggest that debt securities may offer better total return
opportunities than stocks, or if the Manager determines to seek a higher
amount of current income to distribute to shareholders, the Manager can shift
more of the Fund's investments into debt securities.

      The Fund's debt investments can include investment-grade and
non-investment-grade bonds (commonly referred to as "junk bonds").
Investment-grade bonds are bonds rated at least "Baa" by Moody's Investors
Service, Inc., or at least "BBB" by Standard & Poor's Corporation or Fitch,
Inc., or that have comparable ratings by another nationally-recognized rating
organization. In making investments in debt securities, the Manager can rely
to some extent on the ratings of ratings organizations or it can use its own
research to evaluate a security's credit-worthiness. If the securities that
the Fund buys are unrated, to be considered part of the Fund's holdings of
investment-grade securities, they must be judged by the Manager to be of
comparable quality to bonds rated as investment grade by a rating
organization.

|_|   U.S. Government Securities.  The Fund can buy securities issued or
guaranteed by the U.S. government or its agencies and instrumentalities.
Securities issued by the U.S. Treasury are backed by the full faith and
credit of the U.S. government and are subject to very little credit risk.
Obligations of U.S. government agencies or instrumentalities (including
mortgage-backed securities) may or may not be guaranteed or supported by the
"full faith and credit" of the United States.  Some are backed by the right
of the issuer to borrow from the U.S. Treasury; others, by discretionary
authority of the U.S. government to purchase the agencies' obligations; while
others are supported only by the credit of the instrumentality.  If a
security is not backed by the full faith and credit of the United States, the
owner of the security must look principally to the agency issuing the
obligation for repayment and may not be able to assert a claim against the
United States in the event that the agency or instrumentality does not meet
its commitment.  The Fund will invest in securities of U.S. government
agencies and instrumentalities only when the Manager is satisfied that the
credit risk with respect to the agency or instrumentality is minimal.

         |_|      Special Risks of Lower-Grade Securities.  While it is not
anticipated that the Fund will invest a substantial portion of its assets in
debt securities, the Fund can do so to seek current income. Because
lower-rated securities tend to offer higher yields than investment grade
securities, the Fund can invest in lower grade securities if the Manager is
trying to achieve greater income (and, in some cases, the appreciation
possibilities of lower-grade securities may be a reason they are selected for
the Fund's portfolio).

      The Fund can invest up to 25% of its total assets in "lower grade" debt
securities. However, the Fund does not currently intend to invest more that
10% of its total assets in lower grade debt securities.  "Lower-grade" debt
securities are those rated below "investment grade" which means they have a
rating lower than "Baa" by Moody's or lower than "BBB" by Standard & Poor's
or Fitch, Inc., or similar ratings by other rating organizations. If they are
unrated, and are determined by the Manager to be of comparable quality to
debt securities rated below investment grade, they are included in the
limitation on the percentage of the Fund's assets that can be invested in
lower-grade securities.  The Fund can invest in securities rated as low as
"C" or "D" or which may be in default at the time the Fund buys them.

      Some of the special credit risks of lower-grade securities are
discussed in the Prospectus. There is a greater risk that the issuer may
default on its obligation to pay interest or to repay principal than in the
case of investment grade securities. The issuer's low creditworthiness may
increase the potential for its insolvency. An overall decline in values in
the high yield bond market is also more likely during a period of a general
economic downturn. An economic downturn or an increase in interest rates
could severely disrupt the market for high yield bonds, adversely affecting
the values of outstanding bonds as well as the ability of issuers to pay
interest or repay principal. In the case of foreign high yield bonds, these
risks are in addition to the special risk of foreign investing discussed in
the Prospectus and in this Statement of Additional Information.

      However, the Fund's limitations on buying these investments can reduce
the effect of those risks to the Fund, as will the Fund's policy of
diversifying its investments. Additionally, to the extent they can be
converted into stock, convertible securities may be less subject to some of
these risks than non-convertible high yield bonds, since stock may be more
liquid and less affected by some of these risk factors.  The Fund may not
invest more than 10% of its total assets in lower-grade debt securities that
are not convertible.

      While securities rated "Baa" by Moody's or "BBB" by Standard & Poor's
or Fitch, Inc. are investment grade and are not regarded as junk bonds, those
securities may be subject to special risks, and have some speculative
characteristics.  Definitions of the debt security ratings categories of
Moody's, S&P, and Fitch, Inc. are included in Appendix A to this Statement of
Additional Information.

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

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

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

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

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

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

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

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

      |X|   Investing in Small, Unseasoned Companies.  The Fund can invest in
securities of small, unseasoned companies.  These are companies that have
been in operation for less than three years, including the operations of any
predecessors.  Securities of these companies may be subject to volatility in
their prices. They may have a limited trading market, which may adversely
affect the Fund's ability to dispose of them and can reduce the price the
Fund might be able to obtain for them. Other investors that own a security
issued by a small, unseasoned issuer for which there is limited liquidity
might trade the security when the Fund is attempting to dispose of its
holdings of that security. In that case the Fund might receive a lower price
for its holdings than might otherwise be obtained. The Fund currently intends
to invest no more than 5% of its net assets in securities of small,
unseasoned issuers.

      |X|   When-Issued and Delayed-Delivery Transactions.  The Fund can
invest in securities on a "when-issued" basis and can purchase or sell
securities on a "delayed-delivery" basis.  When-issued and delayed-delivery
are terms that refer to securities whose terms and indenture are available
and for which a market exists, but which are not available for immediate
delivery.

      When such transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date.  The
securities are subject to change in value from market fluctuations during the
period until settlement. The value at delivery may be less than the purchase
price. For example, changes in interest rates in a direction other than that
expected by the Manager before settlement will affect the value of such
securities and may cause a loss to the Fund. During the period between
purchase and settlement, no payment is made by the Fund to the issuer and no
interest accrues to the Fund from the investment.

      The Fund will engage in when-issued transactions to secure what the
Manager considers to be an advantageous price and yield at the time of
entering into the obligation. When the Fund enters into a when-issued or
delayed-delivery transaction, it relies on the other party to complete the
transaction.  Its failure to do so may cause the Fund to lose the opportunity
to obtain the security at a price and yield the Manager considers to be
advantageous.

      When the Fund engages in when-issued and delayed-delivery transactions,
it does so for the purpose of acquiring or selling securities consistent with
its investment objective and policies or for delivery pursuant to options
contracts it has entered into, and not for the purpose of investment
leverage. Although the Fund will enter into delayed-delivery or when-issued
purchase transactions to acquire securities, it can dispose of a commitment
prior to settlement. If the Fund chooses to dispose of the right to acquire a
when-issued security prior to its acquisition or to dispose of its right to
delivery or receive against a forward commitment, it may incur a gain or loss.
      At the time the Fund makes the commitment to purchase or sell a
security on a when-issued or delayed-delivery basis, it records the
transaction on its books and reflects the value of the security purchased in
determining the Fund's net asset value.  In a sale transaction, it records
the proceeds to be received. The Fund will identify on its books liquid
securities of any type at least equal in value to the value of the Fund's
purchase commitments until the Fund pays for the investment.

      When issued and delayed-delivery transactions can be used by the Fund
as a defensive technique to hedge against anticipated changes in interest
rates and prices. For instance, in periods of rising interest rates and
falling prices, the Fund might sell securities in its portfolio on a forward
commitment basis to attempt to limit its exposure to anticipated falling
prices. In periods of falling interest rates and rising prices, the Fund
might sell portfolio securities and purchase the same or similar securities
on a when-issued or delayed-delivery basis to obtain the benefit of currently
higher cash yields.

Investment in Other Investment Companies. The Fund can also invest in the
securities of other investment companies, which can include open-end funds,
closed-end funds and unit investment trusts, subject to the limits set forth
in the Investment Company Act of 1940 (the "Investment Company Act") that
apply to those types of investments.  For example, the Fund can invest in
Exchange-Traded Funds, which are typically open-end funds or unit investment
trusts, listed on a stock exchange.  The Fund might do so as a way of gaining
exposure to the segments of the equity or fixed-income markets represented by
the Exchange-Traded Funds' portfolio, at times when the Fund may not be able
to buy those portfolio securities directly.

      Investing in another investment company may involve the payment of
substantial premiums above the value of such investment company's portfolio
securities and is subject to limitations under the Investment Company Act.
The Fund does not intend to invest in other investment companies unless the
Manager believes that the potential benefits of the investment justify the
payment of any premiums or sales charges.  As a shareholder of an investment
company, the Fund would be subject to its ratable share of that investment
company's expenses, including its advisory and administration expenses.  The
Fund does not anticipate investing a substantial amount of its net assets in
shares of other investment companies.

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

      In a repurchase transaction, the Fund buys a security from, and
simultaneously resells it to, an approved vendor for delivery on an
agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect. Approved vendors include
U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been designated as primary dealers in government securities. They must
meet credit requirements set by the Manager from time to time.

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

      Repurchase agreements, considered "loans" under the Investment Company
Act, are collateralized by the underlying security.  The Fund's repurchase
agreements require that at all times while the repurchase agreement is in
effect, the value of the collateral must equal or exceed the repurchase price
to fully collateralize the repayment obligation. However, if the vendor fails
to pay the resale price on the delivery date, the Fund may incur costs in
disposing of the collateral and may experience losses if there is any delay
in its ability to do so.  The Manager will monitor the vendor's
creditworthiness to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.

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

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

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

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

      Illiquid securities include repurchase agreements maturing in more than
seven days and participation interests that do not have puts exercisable
within seven days.
      |X|   Loans of Portfolio Securities.  The Fund can lend its portfolio
securities to certain types of eligible borrowers approved by the Board of
Directors. It may do so to try to provide income or to raise cash for
liquidity purposes. These loans are limited to not more than 25% of the value
of the Fund's total assets.  There are some risks in connection with
securities lending. The Fund might experience a delay in receiving additional
collateral to secure a loan, or a delay in recovery of the loaned securities.
The Fund presently does not intend to engage in loans of securities in the
coming year.

      The Fund must receive collateral for a loan. Under current applicable
regulatory requirements (which are subject to change), on each business day
the loan collateral must be at least equal to the value of the loaned
securities. It must consist of cash, bank letters of credit, securities of
the U.S. government or its agencies or instrumentalities, or other cash
equivalents in which the Fund is permitted to invest. To be acceptable as
collateral, letters of credit must obligate a bank to pay amounts demanded by
the Fund if the demand meets the terms of the letter.  The terms of the
letter of credit and the issuing bank both must be satisfactory to the Fund.

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

      |X|   Derivatives.  The Fund can invest in a variety of derivative
investments to seek income or for hedging purposes. Some derivative
investments the Fund can use are the hedging instruments described below in
this Statement of Additional Information.

      Other derivative investments the Fund can invest in include
"index-linked" notes. Principal and/or interest payments on these notes
depend on the performance of an underlying index. Currency-indexed securities
are another derivative the Fund can use. Typically these are short-term or
intermediate-term debt securities.  Their value at maturity or the rates at
which they pay income are determined by the change in value of the U.S.
dollar against one or more foreign currencies or an index.  In some cases,
these securities may pay an amount at maturity based on a multiple of the
amount of the relative currency movements.  This type of index security
offers the potential for increased income or principal payments but at a
greater risk of loss than a typical debt security of the same maturity and
credit quality.

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

      |X|   Hedging.  The Fund can use hedging to attempt to protect against
declines in the market value of the Fund's portfolio, to permit the Fund to
retain unrealized gains in the value of portfolio securities which have
appreciated, or to facilitate selling securities for investment reasons. To
do so, the Fund could:

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

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

      o  buy futures, or
      o  buy calls on such futures or on securities.

      The Fund is not obligated to use hedging instruments, even though it is
permitted to use them in the Manager's discretion, as described below.  The
Fund's strategy of hedging with futures and options on futures will be
incidental to the Fund's activities in the underlying cash market.  The
particular hedging instruments the Fund can use are described below.  The
Fund can employ new hedging instruments and strategies when they are
developed, if those investment methods are consistent with the Fund's
investment objective and are permissible under applicable regulations
governing the Fund.

         |_|      Futures.  The Fund can buy and sell futures contracts that
relate to (1) broadly-based stock indices ("stock index futures") (2) debt
securities (these are referred to as "interest rate futures"), (3) other
broadly-based securities indices (these are referred to as "financial
futures"), (4) foreign currencies (these are referred to as "forward
contracts"), or (5) commodities (these are referred to as "commodity
futures").

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

      An interest rate future obligates the seller to deliver (and the
purchaser to take) cash or a specified type of debt security to settle the
futures transaction. Either party could also enter into an offsetting
contract to close out the position.


      The Fund can invest a portion of its assets in commodity futures
contracts. Commodity futures may be based upon commodities within five main
commodity groups: (1) energy, which includes crude oil, natural gas, gasoline
and heating oil; (2) livestock, which includes cattle and hogs; (3)
agriculture, which includes wheat, corn, soybeans, cotton, coffee, sugar and
cocoa; (4) industrial metals, which includes aluminum, copper, lead, nickel,
tin and zinc; and (5) precious metals, which includes gold, platinum and
silver.  The Fund can purchase and sell commodity futures contracts, options
on futures contracts and options and futures on commodity indices with
respect to these five main commodity groups and the individual commodities
within each group, as well as other types of commodities.

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

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

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

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

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


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

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

      When the Fund writes an over-the-counter ("OTC") option, it will enter
into an arrangement with a primary U.S. government securities dealer which
will establish a formula price at which the Fund will have the absolute right
to repurchase that OTC option.  The formula price will generally be based on
a multiple of the premium received for the option, plus the amount by which
the option is exercisable below the market price of the underlying security
(that is, the option is "in the money").  When the Fund writes an OTC option,
it will treat as illiquid (for purposes of its restriction on holding
illiquid securities) the mark-to-market value of any OTC option it holds,
unless the option is subject to a buy-back agreement by the executing
broker.   To terminate its obligation on a call it has written, the Fund can
purchase a corresponding call in a "closing purchase transaction."  The Fund
will then realize a profit or loss, depending upon whether the net of the
amount of the option transaction costs and the premium received on the call
the Fund wrote is more or less than the price of the call the Fund purchases
to close out the transaction.  The Fund may realize a profit if the call
expires unexercised, because the Fund will retain the underlying security and
the premium it received when it wrote the call.  Any such profits are
considered short-term capital gains for federal income tax purposes, as are
the premiums on lapsed calls. When distributed by the Fund they are taxable
as ordinary income.  If the Fund cannot effect a closing purchase transaction
due to the lack of a market, it will have to hold the callable securities
until the call expires or is exercised.

      The Fund can also write calls on a futures contract without owning the
futures contract or securities deliverable under the contract. To do so, at
the time the call is written, the Fund must cover the call by identifying an
equivalent dollar amount of liquid assets on the Fund's books.  The Fund will
identify additional liquid assets on its books if the value of the segregated
assets

drops below 100% of the current value of the future.  Because of this
segregation requirement, in no circumstances would the Fund's receipt of an
exercise notice as to that future require the Fund to deliver a futures
contract. It would simply put the Fund in a short futures position, which is
permitted by the Fund's hedging policies.

o     Writing Put Options.  The Fund can sell put options. A put option on
securities gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying investment at the exercise price during the
option period.  The Fund will not write puts if, as a result, more than 25%
of the Fund's total assets would be required to be segregated to cover such
put options.
      If the Fund writes a put, the put must be covered by liquid assets
identified on the Fund's books.  The premium the Fund receives from writing a
put represents a profit, as long as the price of the underlying investment
remains equal to or above the exercise price of the put.  However, the Fund
also assumes the obligation during the option period to buy the underlying
investment from the buyer of the put at the exercise price, even if the value
of the investment falls below the exercise price.  If a put the Fund has
written expires unexercised, the Fund realizes a gain in the amount of the
premium less the transaction costs incurred.  If the put is exercised, the
Fund must fulfill its obligation to purchase the underlying investment at the
exercise price. That price will usually exceed the market value of the
investment at that time.  In that case, the Fund may incur a loss if it sells
the underlying investment. That loss will be equal to the sum of the sale
price of the underlying investment and the premium received minus the sum of
the exercise price and any transaction costs the Fund incurred.

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

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

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

o     Purchasing Calls and Puts.  The Fund can purchase calls to protect
               against
the possibility that the Fund's portfolio will not participate in an
anticipated rise in the securities market. When the Fund buys a call (other
than in a closing purchase transaction), it pays a premium. The Fund then has
the right to buy the underlying investment from a seller of a corresponding
call on the same investment during the call period at a fixed exercise
price.  The Fund benefits only if it sells the call at a profit or if, during
the call period, the market price of the underlying investment is above the
sum of the call price plus the transaction costs and the premium paid for the
call and the Fund exercises the call.  If the Fund does not exercise the call
or sell it (whether or not at a profit), the call will become worthless at
its expiration date. In that case the Fund will have paid the premium but
lost the right to purchase the underlying investment.
      The Fund can buy puts whether or not it holds the underlying investment
in its portfolio. When the Fund purchases a put, it pays a premium and,
except as to puts on indices, has the right to sell the underlying investment
to a seller of a put on a corresponding investment during the put period at a
fixed exercise price.  Buying a put on securities or futures the Fund owns
enables the Fund to attempt to protect itself during the put period against a
decline in the value of the underlying investment below the exercise price by
selling the underlying investment at the exercise price to a seller of a
corresponding put.  If the market price of the underlying investment is equal
to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date. In that case
the Fund will have paid the premium but lost the right to sell the underlying
investment. However, the Fund can sell the put prior to its expiration. That
sale may or may not be at a profit.

      Buying a put on an investment the Fund does not own (such as an index
or future) permits the Fund to resell the put or to buy the underlying
investment and sell it at the exercise price. The resale price will vary
inversely to the price of the underlying investment. If the market price of
the underlying investment is above the exercise price and, as a result, the
put is not exercised, the put will become worthless on its expiration date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      The Fund will cover its short positions in these cases by identifying
to its custodian bank assets having a value equal to the aggregate amount of
the Fund's commitment under forward contracts.  The Fund will not enter into
forward contracts or maintain a net exposure to such contracts if the
consummation of the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency or another currency that is the
subject of the hedge.  However, to avoid excess transactions and transaction
costs, the Fund can maintain a net exposure to forward contracts in excess of
the value of the Fund's portfolio securities or other assets denominated in
foreign currencies if the excess amount is "covered" by liquid securities
denominated in any currency. The cover must be at least equal at all times to
the amount of that excess.  As one alternative, the Fund can purchase a call
option permitting the Fund to purchase the amount of foreign currency being
hedged by a forward sale contract at a price no higher than the forward
contract price.  As another alternative, the Fund can purchase a put option
permitting the Fund to sell the amount of foreign currency subject to a
forward purchase contract at a price as high or higher than the forward
contact price.

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

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

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

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

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

         |_|      Interest Rate Swap Transactions.  The Fund can enter into
interest rate swap agreements. In an interest rate swap, the Fund and another
party exchange their right to receive or their obligation to pay interest on
a security.  For example, they might swap the right to receive floating rate
payments for fixed rate payments.  The Fund can enter into swaps only on
securities that it owns.  The Fund will not enter into swaps with respect to
more than 25% of its total assets.  Also, the Fund will identify liquid
assets on its books (such as cash or U.S. government securities) to cover any
amounts it could owe under swaps that exceed the amounts it is entitled to
receive, and it will adjust that amount daily, as needed.

      Swap agreements entail both interest rate risk and credit risk.  There
is a risk that, based on movements of interest rates in the future, the
payments made by the Fund under a swap agreement will be greater than the
payments it received.  Credit risk arises from the possibility that the
counterparty will default.  If the counterparty defaults, the Fund's loss
will consist of the net amount of contractual interest payments that the Fund
has not yet received.  The Manager will monitor the creditworthiness of
counterparties to the Fund's interest rate swap transactions on an ongoing
basis.

      The Fund can enter into swap transactions with certain counterparties
pursuant to master netting agreements.  A master netting agreement provides
that all swaps done between the Fund and that counterparty shall be regarded
as parts of an integral agreement.  If amounts are payable on a particular
date in the same currency in respect of one or more swap transactions, the
amount payable on that date in that currency shall be the net amount.  In
addition, the master netting agreement may provide that if one party defaults
generally or on one swap, the counterparty can terminate all of the swaps
with that party.  Under these agreements, if a default results in a loss to
one party, the measure of that party's damages is calculated by reference to
the average cost of a replacement swap for each swap. It is measured by the
mark-to-market value at the time of the termination of each swap.  The gains
and losses on all swaps are then netted, and the result is the counterparty's
gain or loss on termination.  The termination of all swaps and the netting of
gains and losses on termination is generally referred to as "aggregation."

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

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

      Under the Investment Company Act, when the Fund purchases a future, it
must maintain cash or readily marketable short-term debt instruments in an
amount equal to the market value of the securities underlying the future,
less the margin deposit applicable to it.

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

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

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

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

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

      |X|   Temporary Defensive and Interim Investments.  The Fund's
temporary defensive investments can include (i) obligations issued or
guaranteed by the U.S. government, its agencies or instrumentalities; (ii)
commercial paper rated in the highest category by an established rating
organization; (iii) certificates of deposit or bankers' acceptances of
domestic banks with assets of $1 billion or more; (iv) any of the foregoing
securities that mature in one year or less (generally known as "cash
equivalents"); (v) other short-term corporate debt obligations; and (vi)
repurchase agreements.

Investment Restrictions

|X|   What Are "Fundamental Policies?" Fundamental policies are those
         policies that the Fund has adopted to govern its investments that
         can be changed only by the vote of a "majority"

of the Fund's outstanding voting securities.  Under the Investment Company
Act, a "majority" vote is defined as the vote of the holders of the lesser of:

      o  67% or more of the shares present or represented by proxy at a
         shareholder meeting, if the holders of more than 50% of the
         outstanding shares are present or represented by proxy, or
      o  more than 50% of the outstanding shares.

      The Fund's investment objective is a fundamental policy. Other policies
described in the Prospectus or this Statement of Additional Information are
"fundamental" only if they are identified as such.  The Fund's Board of
Directors can change non-fundamental policies without shareholder approval.
However, significant changes to investment policies will be described in
supplements or updates to the Prospectus or this Statement of Additional
Information, as appropriate. The Fund's most significant investment policies
are described in the Prospectus.

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

      o  The Fund cannot concentrate investments.  That means it cannot
invest 25% or more of its total assets in any industry. However, there is no
limitation on investments in U.S. government securities.

o     The Fund cannot invest in commodities.  However, the Fund can buy and
sell any of the hedging instruments permitted by any of its other policies.
It does not matter if the hedging instrument is considered to be a commodity
or commodity contract.

      o  The Fund cannot invest in real estate or in interests in real
estate.  However, the Fund can purchase securities of issuers holding real
estate or interests in real estate (including securities of real estate
investment trusts).

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

      o  The Fund cannot issue "senior securities," but this does not
prohibit certain investment activities for which assets of the Fund are
designated as segregated, or margin, collateral or escrow arrangements are
established, to cover the related obligations.  Examples of those activities
include borrowing money, reverse repurchase agreements, delayed-delivery and
when-issued arrangements for portfolio securities transactions, and contracts
to buy or sell derivatives, hedging instruments, options or futures.

o     The Fund cannot borrow money in excess of 33 1/3% of the value of its
total assets (including the amount borrowed).  The Fund may borrow only from
banks and/or affiliated investment companies.  With respect to this
fundamental policy, the Fund can borrow only if it maintains a 300% ratio of
assets to borrowings at all times in the manner set forth in the Investment
Company Act of 1940.
o     The Fund cannot make loans except (a) through lending of securities,
(b) through the purchase of debt instruments or similar evidences of
indebtedness, (c) through an interfund lending program with other affiliated
funds, and (d) through repurchase agreements.

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

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

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

How the Fund is Managed

Organization and History.  The Fund is a "series" of Oppenheimer Main Street
Funds, Inc.  That corporation is an open-end, management investment company
organized as a Maryland corporation in 1987.  The Fund is a diversified
mutual fund and commenced operations on February 3, 1988.

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

      The Fund currently has five classes of shares: Class A, Class B, Class
C, Class N and Class Y.  All classes invest in the same investment
portfolio.  Only retirement plans may purchase Class N shares. Only certain
institutional investors may elect to purchase Class Y shares. Each class of
shares:
o     has its own dividends and distributions,
o     pays certain expenses which may be different for the different classes,
o     may have a different net asset value,
o     may have separate voting rights on matters in which interests of one
      class are different from interests of another class, and
o     votes as a class on matters that affect that class alone.

      Shares are freely transferable, and each share of each class has one
vote at shareholder meetings, with fractional shares voting proportionally on
matters submitted to the vote of shareholders.  Each share of the Fund
represents an interest in the Fund proportionately equal to the interest of
each other share of the same class.
Meetings of Shareholders. Although the Fund is not required by Maryland law
to hold annual meetings, it may hold shareholder meetings from time to time
on important matters. The shareholders of the Fund's parent corporation have
the right to call a meeting to remove a Director or to take certain other
action described in the Articles of Incorporation or under Maryland law.

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

Board of Directors and Oversight Committees.  The Fund is governed by a Board
of Directors, which is responsible for protecting the interests of
shareholders under Maryland law. The Directors meet periodically throughout
the year to oversee the Fund's activities, review its performance, and review
the actions of the Manager.

      The Board of Directors has an Audit Committee and a Review Committee.
The members of the Audit Committee are Edward L. Cameron (Chairman), William
L. Armstrong, George C. Bowen and Robert J. Malone.  The Audit Committee held
7 meetings during the fiscal year ended August 31, 2002. The Audit Committee
furnishes the Board with recommendations regarding the selection of the
Fund's independent auditors. The Audit Committee furnishes the Board with
recommendations regarding the selection of the Fund's independent auditors.
Other main functions of the Audit Committee include, but are not limited to:
(i) reviewing the scope and results of audits and the audit fees charged;
(ii) reviewing reports from the Fund's independent auditors regarding the
Fund's internal accounting procedures and controls; and (iii) establishing a
separate line of communication between the Fund's independent auditors and
its independent Directors.

      The Audit Committee's functions include selecting and nominating to the
full Board, Independent Nominees for election as Independent Directors.  The
Audit Committee may, but need not consider the advice and recommendation of
the Manager and its affiliates in selecting nominees. The full Board elects
new Directors except for those instances when a shareholder vote is
required.

      To date, the Committee has been able to identify from its own resources
an ample number of qualified candidates.  Nonetheless, shareholders may
submit names of individuals, accompanied by complete and properly supported
resumes, for the Audit Committee's consideration by mailing such information
to the Committee in care of the Fund.  The Committee may consider such
persons at such time as it meets to consider possible nominees.  The
Committee, however, reserves sole discretion to determine the candidates to
present to the Board and/or shareholders when it meets for the purpose
considering potential nominees.

      The members of the Review Committee are Jon S. Fossel (Chairman),
Robert G. Avis, Sam Freedman, Beverly Hamilton and F. William Marshall, Jr.
The Review Committee held 7 meetings during the fiscal year ended August 31,
2002. Among other functions, the Review Committee reviews reports and makes
recommendations to the Board concerning the fees paid to the Fund's transfer
agent and the services provided to the Fund by the transfer agent.  The
Review Committee also reviews the Fund's investment performance and policies
and procedures adopted by the Fund to comply with Investment Company Act and
other applicable law.

Directors and Officers of the Fund. Except for Mr. Murphy, each of the
Directors is an independent director of the Fund ("Independent Director").
Mr. Murphy is an "Interested Director," because he is affiliated with the
Manager by virtue of his positions as an officer and director of the Manager,
and as a shareholder of its parent company. Mr. Murphy was elected as a
Director of the Fund with the understanding that in the event he ceases to be
the chief executive officer of the Manager, he will resign as a director of
the Fund and the other Board II Funds (defined below) for which he is a
trustee or director.

      The Fund's Directors and officers and their positions held with the
Fund and length of service in such position(s) and their principal
occupations and business affiliations during the past five years are listed
in the chart below. The information for the Directors also includes the
dollar range of shares of the Fund as well as the aggregate dollar range of
shares beneficially owned in any of the Oppenheimer funds overseen by the
Directors. All of the Directors are also trustees or directors of the
following Oppenheimer funds (except for Ms. Hamilton and Mr. Malone, who are
not Trustees of Oppenheimer Senior Floating Rate Fund and Mr. Murphy is not a
Trustee or Managing General Partner of any of the Centennial trusts)
(referred to as "Board II Funds"):

Oppenheimer Cash Reserves                Oppenheimer Select Managers
Oppenheimer Champion Income Fund         Oppenheimer Senior Floating Rate Fund
Oppenheimer Capital Income Fund          Oppenheimer Strategic Income Fund
Oppenheimer High Yield Fund              Oppenheimer Total Return Fund, Inc.
Oppenheimer International Bond Fund      Oppenheimer Variable Account Funds
Oppenheimer Integrity Funds              Panorama Series Fund, Inc.
Oppenheimer Limited-Term Government Fund Centennial America Fund, L. P.
Oppenheimer Main Street Funds, Inc.      Centennial California Tax Exempt Trust
Oppenheimer Main Street Opportunity
Fund                                     Centennial Government Trust
Oppenheimer Main Street Small Cap Fund   Centennial Money Market Trust
Oppenheimer Municipal Fund               Centennial New York Tax Exempt Trust
Oppenheimer Real Asset Fund              Centennial Tax Exempt Trust

      Present or former officers, directors, trustees and employees (and
their immediate family members) of the Fund, the Manager and its affiliates,
and retirement plans established by them for their employees are permitted to
purchase Class A shares of the Fund and the other Oppenheimer funds at net
asset value without sales charge. The sales charges on Class A shares is
waived for that group because of the economies of sales efforts realized by
the Distributor.

      Messrs. Murphy, Masterson, Molleur, Vottiero, Wixted, Zack, Albers,
Monoyios and Mses. Bechtolt, Feld and Ives who are officers of the Fund,
respectively hold the same offices with one or more of the other Board II
Funds as with the Fund. As of October 7, 2002, the Directors and officers of
the Fund, as a group, owned of record or beneficially less than 1% of each
class of shares of the Fund.  The foregoing statement does not reflect
ownership of shares held of record by an employee benefit plan for employees
of the Manager, other than the shares beneficially owned under that plan by
the officers of the Fund listed above. In addition, each Independent
Director, and his family members, do not own securities of either the Manager
or Distributor of the Board II Funds or any person directly or indirectly
controlling, controlled by or under common control with the Manager or
Distributor.

Affiliated Transactions and Material Business Relationships. In 2000, Mr.
Swain sold 93,000 shares of Oppenheimer Acquisition Company ("OAC") (the
Manager's parent holding company), for a cash payment of $4,278,930 and
surrendered for cancellation 60,000 options to MassMutual for a cash payment
of $2,569,800.  In 2001, Mr. Swain surrendered for cancellation 60,000
options to MassMutual for a cash payment of $2,700,600.

      Mr. Swain has reported that he sold a residential property to Mr.
Freedman on October 23, 2001 for $1.2 million.  An independent appraisal of
the property supported the sale price.

     The address of each Director in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924.  Each Director serves for an indefinite term,
until his or her resignation, retirement, death or removal.


-------------------------------------------------------------------------------------
                               Independent Directors
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Address,     Principal   Occupation(s)  During  Past  5 Dollar      Aggregate
                                                                           Dollar
                                                                          Range of
                                                                         y Shares
                                                                         Beneficially
                                                                          Owned in
                                                              Range of   any of the
Age, Position(s)   Years /  Other  Trusteeships/Directorships Shares     Oppenheimer
Held with Fund     Held by Trustee / Number of  Portfolios in Beneficiall   Funds
and Length of      Fund   Complex   Currently   Overseen   by Owned in    Overseen
Service            Director                                    the Fund  by Director
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2001
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
James C. Swain,    Formerly  Chief  Executive  Officer (until     $0     Over
Chairman and       August  27,  2002)  of  the  Funds,   Vice
Director, since    Chairman  (until  January  2, 2002) of the
1988               Manager  and   President  and  a  director
Age: 68            (until   1997)   of    Centennial    Asset
                   Management   Corporation  (a  wholly-owned
                   investment   advisory  subsidiary  of  the
                   Manager).  Oversees 41  portfolios  in the            $100,000
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
William L.         Chairman   of   the   following    private
Armstrong,         mortgage banking  companies:  Cherry Creek
Director since     Mortgage Company (since 1991),  Centennial
2001               State Mortgage  Company (since 1994),  The
Age: 65            El Paso  Mortgage  Company  (since  1993),
                   Transland Financial Services,  Inc. (since
                   1997);  Chairman of the following  private
                   companies:    Great   Frontier   Insurance
                   (insurance   agency)   (since   1995)  and
                   Ambassador   Media   Corporation    (since
                   1984); a director of the following  public
                   companies:  Storage Technology Corporation
                   (computer    equipment   company)   (since
                   1991),  Helmerich & Payne,  Inc.  (oil and $50,001 -  $50,001-
                   gas  drilling/production  company)  (since  $100,000  $100,000
                   1992),  UNUMProvident  (insurance company)
                   (since   1991).   Formerly   Director   of
                   International     Family     Entertainment
                   (television   channel)   (1992-1997)   and
                   Natec   Resources,   Inc.  (air  pollution
                   control  equipment  and services  company)
                   (1991-1995),  Frontier  Real Estate,  Inc.
                   (residential    real   estate   brokerage)
                   (1994-1999),  and  Frontier  Title  (title
                   insurance  agency)   (1995-June  1999);  a
                   U.S. Senator (January  1979-January 1991).
                   Oversees    41     portfolios    in    the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Avis,    Formerly  Director  and  President of A.G.
Director since     Edwards Capital,  Inc. (General Partner of
1993               private  equity  funds)  (until   February
Age: 71            2001);   Chairman,   President  and  Chief
                   Executive    Officer   of   A.G.   Edwards
                   Capital,  Inc.  (until March  2000);  Vice
                   Chairman  and  Director  of A.G.  Edwards,
                   Inc. and Vice  Chairman of A.G.  Edwards &
                   Sons,   Inc.   (its   brokerage    company     $0     Over
                   subsidiary)  (until March 1999);  Chairman            $100,000
                   of A.G.  Edwards  Trust Company and A.G.E.
                   Asset  Management   (investment   advisor)
                   (until March 1999);  and a Director (until
                   March  2000)  of A.G.  Edwards  & Sons and
                   A.G.  Edwards Trust  Company.  Oversees 41
                   portfolios    in   the    OppenheimerFunds
                   complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
George C. Bowen,   Formerly  (until  April 1999)  Senior Vice
Director since     President   (from   September   1987)  and
1997               Treasurer   (from   March   1985)  of  the
Age: 66            Manager;  Vice President  (from June 1983)
                   and   Treasurer   (since  March  1985)  of
                   OppenheimerFunds   Distributor,   Inc.  (a
                   subsidiary  of the  Manager);  Senior Vice
                   President     (since    February    1992),
                   Treasurer   (since  July  1991)  Assistant
                   Secretary and a director  (since  December
                   1991) of the Centennial  Asset  Management
                   Corporation;    Vice   President    (since
                   October 1989) and  Treasurer  (since April
                   1986)  of  HarbourView   Asset  Management
                   Corporation   (an   investment    advisory
                   subsidiary  of  the  Manager);  President,
                   Treasurer    and    a    director    (June
                   1989-January  1990) of Centennial  Capital
                   Corporation   (an   investment    advisory
                   subsidiary   of   the    Manager);    Vice
                   President  and  Treasurer   (since  August
                   1978) and Secretary  (since April 1981) of
                   Shareholder  Services,  Inc.  (a  transfer
                   agent  subsidiary  of the  Manager);  Vice $10,001 -  Over
                   President,  Treasurer and Secretary (since  $50,000   $100,000
                   November  1989) of  Shareholder  Financial
                   Services,    Inc.   (a   transfer    agent
                   subsidiary  of  the  Manager);   Assistant
                   Treasurer    (since    March    1998)   of
                   Oppenheimer    Acquisition    Corp.   (the
                   Manager's parent  corporation);  Treasurer
                   (since   November   1989)  of  Oppenheimer
                   Partnership  Holdings,   Inc.  (a  holding
                   company  subsidiary of the Manager);  Vice
                   President and Treasurer  (since July 1996)
                   of  Oppenheimer  Real  Asset   Management,
                   Inc. (an  investment  advisory  subsidiary
                   of the Manager);  Chief Executive  Officer
                   and   director   (since   March  1996)  of
                   MultiSource     Services,      Inc.     (a
                   broker-dealer  subsidiary of the Manager);
                   Treasurer    (since   October   1997)   of
                   OppenheimerFunds  International  Ltd.  and
                   Oppenheimer     Millennium    Funds    plc
                   (offshore fund management  subsidiaries of
                   the  Manager).  Oversees 41  portfolios in
                   the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Edward L.          A  member  of  The  Life  Guard  of  Mount
Cameron, Director  Vernon,  George  Washington's  home (since
since 1999         June  2000).  Formerly  (March  2001 - May
Age: 64            2002)  Director of Genetic  ID,  Inc.  and
                   its   subsidiaries   (a   privately   held
                   biotech    company);    a   partner   with
                   PricewaterhouseCoopers      LLP      (from     $0     $50,001-
                   1974-1999)   (an   accounting   firm)  and            $100,000
                   Chairman    (from    1994-1998),     Price
                   Waterhouse    LLP    Global     Investment
                   Management    Industry   Services   Group.
                   Oversees    41     portfolios    in    the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jon S. Fossel,     Chairman  and  Director  (since  1998)  of     $0     $50,001-
Director since     Rocky    Mountain   Elk    Foundation   (a
1990 Age: 60       not-for-profit    foundation);    and    a
                   director  (since  October  1999)  of  P.R.
                   Pharmaceuticals    (a    privately    held
                   company) and  UNUMProvident  (an insurance
                   company)  (since June 1,  2002).  Formerly
                   Mr. Fossel held the  following  positions:
                   Chairman  and a  director  (until  October
                   1996) and  President  and Chief  Executive
                   Officer   (until   October  1995)  of  the
                   Manager;    President,   Chief   Executive
                   Officer  and  a  director  of  Oppenheimer
                   Acquisition Corp.,  Shareholders Services,            $100,000
                   Inc. and Shareholder  Financial  Services,
                   Inc.  (until  October  1995).  Oversees 41
                   portfolios    in   the    OppenheimerFunds
                   complex.
-------------------------------------------------------------------------------------
Sam Freedman,      A   trustee   or    director    of   other
Director since     Oppenheimer    funds.    Formerly   (until
1996               October  1994) Mr.  Freedman  held several
Age: 61            positions  in   subsidiary  or  affiliated
                   companies  of  the  Manager.  Oversees  41 $50,001 -  Over
                   portfolios    in   the    OppenheimerFunds  $100,000  $100,000
                   complex.
-------------------------------------------------------------------------------------
Beverly L.         Trustee   (since   1996)   of   MassMutual N/A1           N/A
Hamilton,          Institutional  Funds  and  of  MML  Series
Director since     Investment   Fund   (open-end   investment
2002               companies);   Director  of  MML   Services
Age: 56            (since  April  1987)  and  America   Funds
                   Emerging   Markets   Growth   Fund  (since
                   October   1991)   (both   are   investment
                   companies),  The  California  Endowment (a
                   philanthropy  organization)  (since  April
                   2002), and Community  Hospital of Monterey
                   Peninsula,   (since   February   2002);  a
                   trustee (since  February 2000) of Monterey
                   International   Studies  (an   educational
                   organization),  and an advisor to Unilever
                   (Holland)'s  pension  fund  and to  Credit
                   Suisse  First   Boston's   Sprout  venture
                   capital  unit.  Mrs.  Hamilton  also  is a
                   member  of the  investment  committees  of
                   the    Rockefeller     Foundation,     the
                   University   of  Michigan   and   Hartford
                   Hospital.  Formerly,  Mrs.  Hamilton  held
                   the    following    position:    President
                   (February     1991-April     2000)    ARCO
                   Investment  Management  Company.  Oversees
                   40  portfolios  in  the   OppenheimerFunds
                   complex.
-------------------------------------------------------------------------------------
--------------------------------------------------------------
Robert J. Malone,  Director (since 2001) of Jones  Knowledge,    N/A1        N/A
Director since     Inc.  (a  privately  held  company),  U.S.
2002               Exploration,  Inc., (since 1997), Colorado
Age: 58            UpLIFT (a non-profit  organization) (since
                   1986)  and  a  trustee  of  the  Gallagher
                   Family     Foundation     (since    2000).
                   Formerly,  Mr.  Malone held the  following
                   positions:   Chairman  of  U.S.   Bank  (a
                   subsidiary  of U.S.  Bancorp and  formerly
                   Colorado  National Bank,) (July 1996-April
                   1,  1999)  and a  director  of  Commercial
                   Assets,  Inc.  (1993-2000).   Oversees  40
                   portfolios    in   the    OppenheimerFunds
                   complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
F. William         Trustee (since 1996) of MassMutual             $0     $50,001-
Marshall, Jr.,     Institutional Funds and of MML Series
Director since     Investment Fund (open-end investment
2001               companies); Trustee and Chairman (since
Age: 60            May 1987) of the investment committee for
                   the Worcester Polytech Institute;
                   President and Treasurer (since January
                   1999) of the SIS Fund (a private not for
                   profit charitable organization); Trustee
                   (since 1995) of the Springfield Library
                   and Museum Association; Trustee (since
                   1996) of the Community Music School of
                   Springfield; Member of the investment
                   committee of the Community Foundation of
                   Western Massachusetts (since 1998).
                   Formerly, Chairman (January 1999-July
                   1999) of SIS & Family Bank, F.S.B.
                   (formerly SIS Bank); President, Chief
                   Executive Officer and Director (May
                   1993-December 1998) of SIS Bankcorp, Inc.             $100,000
                   and SIS Bank (formerly Springfield
                   Institution for Savings) and Executive
                   Vice President (January 1999-July 1999)
                   of Peoples Heritage Financial Group, Inc.
                   Oversees 41 portfolios in the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------


      The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New
York, NY 10018.  Mr. Murphy serves for an indefinite term, until his
resignation, death or removal.



















-------------------------------------------------------------------------------------
                          Interested Director and Officer
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Address,     Principal   Occupation(s)  During  Past  5 Dollar      Aggregate
                                                                           Dollar
                                                                          Range of
                                                                         y Shares
                                                              Range of   Beneficially
Age, Position(s)   Years /  Other  Trusteeships/Directorships Shares      Owned in
Held with Fund     Held by Trustee / Number of  Portfolios in Beneficiallany of the
and Length of      Fund   Complex   Currently   Overseen   by Owned in   Oppenheimer
Service            Director                                    the Fund     Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2001
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
John V. Murphy,    Chairman,   Chief  Executive  Officer  and
President,         director  (since June 2001) and  President     $0        Over
Director and       (since  September  2000)  of the  Manager;             $100,000
Principal          President  and a  director  or  trustee of
Executive Officer  other Oppenheimer  funds;  President and a
since October 2001 director  (since July 2001) of Oppenheimer
Age: 53            Acquisition   Corp.   and  of  Oppenheimer
                   Partnership  Holdings,  Inc.;  a  director
                   (since November 2001) of  OppenheimerFunds
                   Distributor,    Inc.;   Chairman   and   a
                   director  (since July 2001) of Shareholder
                   Services,    Inc.   and   of   Shareholder
                   Financial Services,  Inc.; President and a
                   director     (since    July    2001)    of
                   OppenheimerFunds    Legacy    Program   (a
                   charitable  trust program  established  by
                   the Manager);  a director of the following
                   investment   advisory    subsidiaries   of
                   OppenheimerFunds,  Inc.: OFI Institutional
                   Asset  Management,   Inc.  and  Centennial
                   Asset   Management    Corporation   (since
                   November    2001),    HarbourView    Asset
                   Management  Corporation  and  OFI  Private
                   Investments,   Inc.   (since  July  2001);
                   President  (since  November 1, 2001) and a
                   director  (since July 2001) of Oppenheimer
                   Real Asset  Management,  Inc.;  a director
                   (since    November    2001)   of   Trinity
                   Investment  Management  Corp.  and Tremont
                   Advisers,    Inc.   (investment   advisory
                   affiliates  of  the  Manager);   Executive
                   Vice  President  (since  February 1997) of
                   Massachusetts    Mutual   Life   Insurance
                   Company (the Manager's parent company);  a
                   director   (since   June   1995)   of  DBL
                   Acquisition  Corporation;  formerly, Chief
                   Operating  Officer  (September   2000-June
                   2001)  of  the  Manager;   President   and
                   trustee (November  1999-November  2001) of
                   MML Series  Investment Fund and MassMutual
                   Institutional  Funds (open-end  investment
                   companies);    a    director    (September
                   1999-August  2000) of C.M. Life  Insurance
                   Company;    President,   Chief   Executive
                   Officer    and     director     (September
                   1999-August  2000) of MML Bay  State  Life
                   Insurance   Company;   a  director   (June
                   1989-June  1998) of Emerald  Isle  Bancorp
                   and Hibernia  Savings Bank (a wholly-owned
                   subsidiary   of  Emerald  Isle   Bancorp).
                   Oversees    69     portfolios    in    the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------

     The address of the Officers in the chart below is as follows: Messrs.
Molleur, Zack, Albers, Monoyois and Ms. Feld is 498 Seventh Avenue, New York,
NY 10018, Messrs. Masterson, Vottiero and Wixted and Ms. Ives and Ms.
Bechtolt is 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer
serves for an annual term or until his or her resignation, death or removal.




-------------------------------------------------------------------------------------
                                Officers of the Fund
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Address, Age, Position(s)  Principal Occupation(s) During Past 5 Years
Held with Fund and Length of
Service
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Charles Albers, Vice President   Senior Vice President (since April 1998) of the
and Portfolio Manager since      Manager; a Certified Financial Analyst; an officer
April 1998                       of 6 portfolios in the OppenheimerFunds complex;
Age:  61                         formerly a Vice President and portfolio manager
                                 for Guardian Investor Services, the investment
                                 management subsidiary of The Guardian Life
                                 Insurance Company (1972 - April 1998).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Nikolaos D. Monoyios, Vice       Vice President of the Manager (since April 1998);
President and Portfolio Manager  an officer of 4 portfolios in the OppenheimerFunds
since April 1998                 complex; a Certified Financial Analyst; formerly a
Age:  53                         Vice President and portfolio manager for Guardian
                                 Investor Services, the investment management
                                 subsidiary of The Guardian Life Insurance Company
                                 (1979 - March 1998).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,                 Senior Vice  President and  Treasurer  (since March
Treasurer, Principal Financial   1999) of the Manager;  Treasurer (since March 1999)
and Accounting Officer since     of  HarbourView   Asset   Management   Corporation,
April 1999                       Shareholder Services,  Inc., Oppenheimer Real Asset
Age: 43                          Management   Corporation,   Shareholder   Financial
                                 Services,  Inc., Oppenheimer  Partnership Holdings,
                                 Inc., OFI Private  Investments,  Inc.  (since March
                                 2000),  OppenheimerFunds   International  Ltd.  and
                                 Oppenheimer  Millennium  Funds plc (since May 2000)
                                 and  OFI  Institutional   Asset  Management,   Inc.
                                 (since   November   2000);   Treasurer   and  Chief
                                 Financial  Officer  (since May 2000) of Oppenheimer
                                 Trust  Company (a trust  company  subsidiary of the
                                 Manager);  Assistant  Treasurer  (since March 1999)
                                 of     Oppenheimer     Acquisition     Corp.    and
                                 OppenheimerFunds   Legacy   Program   (since  April
                                 2000);   formerly  Principal  and  Chief  Operating
                                 Officer  (March  1995-March  1999),  Bankers  Trust
                                 Company-Mutual  Fund Services Division.  An officer
                                 of 85 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero,                 Vice  President/Fund   Accounting  of  the  Manager
Assistant Treasurer              (since      March     2002;      formerly      Vice
Since August 2002                President/Corporate   Accounting   of  the  Manager
Age: 39                          (July  1999-March 2002) prior to which he was Chief
                                 Financial  Officer  at Sovlink  Corporation  (April
                                 1996-June  1999).  An officer of 72  portfolios  in
                                 the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Connie Bechtolt                  Assistant  Vice  President  of the  Manager  (since
Assistant Treasurer              September  1998)  prior to which  she was a Manager
Since October 2002               in the Fund  Accounting  Department  of the Manager
Age: 39                          (October 1994 - September 1998).
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack,                  General   Counsel  (since  November  2001)  of  the
Vice President & Secretary       Manager;  Senior  Vice  President  (since May 1985)
Since November 2001              and  General   Counsel  (since  February  2002)  of
Age: 54                          OppenheimerFunds,   Inc.;  General  Counsel  and  a
                                 director (since November 2001) of  OppenheimerFunds
                                 Distributor,   Inc.;   Senior  Vice  President  and
                                 General    Counsel   (since   November   2001)   of
                                 HarbourView  Asset  Management  Corporation;   Vice
                                 President and a director  (since  November 2000) of
                                 Oppenheimer  Partnership  Holdings,   Inc.;  Senior
                                 Vice  President,  General  Counsel  and a  director
                                 (since  November  2001)  of  Shareholder  Services,
                                 Inc.,  Shareholder  Financial  Services,  Inc., OFI
                                 Private   Investments,   Inc.,   Oppenheimer  Trust
                                 Company  and OFI  Institutional  Asset  Management,
                                 Inc.;   a  director   (since   November   2001)  of
                                 Oppenheimer Real Asset Management,  Inc.; Assistant
                                 Secretary and a director  (since  November 2001) of
                                 OppenheimerFunds     International    Ltd.;    Vice
                                 President      (since     November     2001)     of
                                 OppenheimerFunds  Legacy Program;  Secretary (since
                                 November  2001) of Oppenheimer  Acquisition  Corp.;
                                 formerly   Acting   General    Counsel    (November
                                 2001-February  2002) and Associate  General Counsel
                                 (May 1981-October  2001) of the Manager;  Assistant
                                 Secretary  of  Shareholder   Services,   Inc.  (May
                                 1985-November    2001),    Shareholder    Financial
                                 Services,   Inc.  (November   1989-November  2001);
                                 OppenheimerFunds     International     Ltd.     and
                                 Oppenheimer    Millennium    Funds   plc   (October
                                 1997-November  2001).  An officer of 85  portfolios
                                 in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip T. Masterson,             Vice President and Assistant Counsel of the
                                 Manager (since July 1998); formerly, an associate
Assistant Secretary              with Davis, Graham, & Stubbs LLP (January
since August 2002                1997-June 1998). An officer of 72 portfolios in
Age: 38                          the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Denis R. Molleur,                Vice  President  and Senior  Counsel of the Manager
Assistant Secretary              (since July 1999);  formerly a Vice  President  and
since November 2001              Associate   Counsel  of  the   Manager   (September
Age: 45                          1995-July  1999).  An officer of 82  portfolios  in
                                 the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Katherine P. Feld,               Vice  President  and  Senior  Counsel  (since  July
Assistant Secretary              1999) of the Manager;  Vice  President  (since June
since November 2001              1990)  of   OppenheimerFunds   Distributor,   Inc.;
Age: 44                          Director,  Vice  President and Assistant  Secretary
                                 (since June 1999) of  Centennial  Asset  Management
                                 Corporation;   Vice   President   (since  1997)  of
                                 Oppenheimer Real Asset Management,  Inc.;  formerly
                                 Vice   President  and  Associate   Counsel  of  the
                                 Manager  (June  1990-July  1999).  An officer of 85
                                 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives,                Vice  President and Assistant  Counsel  (since June
Assistant Secretary              1998) of the Manager;  Vice President  (since 1999)
since November 2001              of   OppenheimerFunds   Distributor,   Inc.;   Vice
Age: 36                          President and Assistant  Secretary  (since 1999) of
                                 Shareholder  Services,  Inc.;  Assistant  Secretary
                                 (since  December 2001) of  OppenheimerFunds  Legacy
                                 Program and Shareholder  Financial Services,  Inc.;
                                 formerly  Assistant  Vice  President  and Assistant
                                 Counsel of the  Manager  (August  1997-June  1998);
                                 Assistant    Counsel   of   the   Manager   (August
                                 1994-August  1997).  An officer of 85 portfolios in
                                 the OppenheimerFunds complex.
-------------------------------------------------------------------------------------

      |X|         Remuneration of Directors. The officers of the Fund and one
Director of the Fund (Mr. Murphy) are affiliated with the Manager and receive
no salary or fee from the Fund.  The remaining Directors of the Fund received
the compensation shown below from the Fund with respect to the Fund's fiscal
year ended August 31, 2002.  Mr. Swain was affiliated with the Manager until
January 2, 2002.  The compensation from all of the Board II Funds (including
the Fund) represents compensation received as a director, trustee, managing
general partner or member of a committee of the Board during the calendar
year 2001.









-------------------------------------------------------------------------------------
                                                            Total Compensation From
      Director Name and Other              Aggregate         All Oppenheimer Funds
          Fund Position(s)             Compensation from      For Which Individual
          (as applicable)                  Fund as of              Serves As
                                       Fiscal Year Ended        Trustee/Director
                                            8/31/021        As of December 31, 2001
                                                                   (41 Funds)
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
James C. Swain                              $24,255                   $02
Chairman of the Board of Directors
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
William L. Armstrong                        $16,120                 $78,865
Audit Committee Member
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Avis                              $16,240                 $79,452
Review Committee Member
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
George C. Bowen                             $15,521                 $75,936
Audit Committee Member
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Edward L. Cameron                           $15,492                 $75,794
Audit Committee Chairman
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Jon S. Fossel                               $17,206                 $84,177
Review Committee Chairman
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Sam Freedman                                $17,047                 $83,402
Review Committee Member
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Beverly Hamilton                             $4,481                  None3
Review Committee Member
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
C. Howard Kast4                             $14,896                 $87,452
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert M. Kirchner4                         $13,533                 $79,452
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert J. Malone                            $4,4815                  None3
Audit Committee Member
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
F. William Marshall, Jr.                    $14,292                 $69,922
Review Committee Member
-------------------------------------------------------------------------------------
*Effective  July 1,  2000,  William  A.  Baker and Ned M.  Steel  resigned  as
Directors of the Board II Funds and subsequently  became  Directors  Emeritus.
For the fiscal year ended August 31, 2002, Mr. Baker  received  $4,088 and Mr.
Steel received $9,198 aggregate  compensation  from the Fund. For the calendar
year ended December 31, 2001,  Messrs.  Baker and Steel each received  $60,000
total  compensation from all of the Oppenheimer funds for which they served as
Director.
1.    Aggregate   compensation  from  the  Fund  includes  fees  and  deferred
   compensation, if any.
2.    Mr. Swain became an  Independent  Director  effective  1/2/02,  prior to
   which he did not receive compensation from any of the Board II Funds.
3.    Ms.  Hamilton  and Mr.  Malone were elected as Directors of the Board II
   Funds effective June 1, 2002 and therefore did not receive  compensation  from
   any  of  the  Board  II  Funds  during  calendar  year  2001.  They  serve  as
   Trustees/Directors for 40 funds.
4.    Messrs.  Kast and Kirchner  retired as Directors from the Board II Funds
   effective July 1, 2002.
5.    Aggregate  compensation  from the Fund includes  $4,481  deferred  under
   Deferred Compensation Plan described below.

|X|   Deferred Compensation Plan For Directors.  The Board of Directors has
adopted a Deferred Compensation Plan for disinterested directors that enables
them to elect to defer receipt of all or a portion of the annual fees they
are entitled to receive from the Fund.  Under the plan, the compensation
deferred by a Director is periodically adjusted as though an equivalent
amount had been invested in shares of one or more Oppenheimer funds selected
by the Director.  The amount paid to the Director under the plan will be
determined based upon the performance of the selected funds.
      Deferral of Director's fees under the plan will not materially affect
the Fund's assets, liabilities and net income per share.  The plan will not
obligate the Fund to retain the services of any Director or to pay any
particular level of compensation to any Director.  Pursuant to an Order
issued by the Securities and Exchange Commission, the Fund may invest in the
funds selected by the Director under the plan without shareholder approval
for the limited purpose of determining the value of the Director's deferred
fee account.

      |X|   Major Shareholders.  As of October 7, 2002, the only persons who
owned of record or were known by the Fund to own beneficially 5% or more of
the Fund's outstanding Class A, Class B, Class C, Class N or Class Y shares
were:


MLPF&S For The Sole Benefit Of Its Customers, Attn:  Fund Admn #97FJ0,
4800 Deer Lake Dr E Fl 3, Jacksonville, Fl  32246-6484, which owned
7,361,371.61 Class B shares (5.81% of the Class B shares then outstanding).

 MLPF&S For The Sole Benefit Of Its Customers, Attn:  Fund Admn #97FJ0, 4800
Deer Lake Dr E Fl 3, Jacksonville, Fl  32246-6484, which owned 5,858,870.831
Class C shares (13.34% of the Class C shares then outstanding).

Smith Barney House Acct, Attn:  Cindy Tempesta, 333 West 34th Street, 7th Fl,
New York, New York 10001-2483, which owned 2,651,900.534 Class C shares
(6.04% of the Class C shares then outstanding).

Brian Anderson Tr, Us Personel Inc 401K Plan, previous HRC plan deposits,
2300 Valley View LN, Ste. 300, Irving, Texas 75062-1726, which owned
130,829.397 Class N shares (8.06% of the Class N shares outstanding).

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

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

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

      |X|   The Investment Advisory Agreement.  The Manager provides
investment advisory and management services to the Fund under an investment
advisory agreement between the Manager and the Fund.  The Manager selects
securities for the Fund's portfolio and handles its day-to-day business.  The
portfolio managers of the Fund are employed by the Manager and are the
persons who are principally responsible for the day-to-day management of the
Fund's portfolio.  Other members of the Manager's Equity Portfolio Department
provide the portfolio managers with counsel and support in managing the
Fund's portfolio.

      The agreement requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment. It also requires the
Manager to provide and supervise the activities of all administrative and
clerical personnel required to provide effective administration for the Fund.

      Those responsibilities include the compilation and maintenance of
records with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Fund.

      The Fund pays expenses not expressly assumed by the Manager under the
advisory agreement or paid by the general distributors of shares of the Fund.
The advisory agreement lists examples of expenses paid by the Fund. The major
categories relate to interest, taxes, brokerage commissions, fees to certain
Directors, legal and audit expenses, custodian bank and transfer agent
expenses, share issuance costs, certain printing and registration costs and
non-recurring expenses, including litigation costs.  The management fees paid
by the Fund to the Manager are calculated at the rates described in the
Prospectus, which are applied to the assets of the Fund as a whole. The fees
are allocated to each class of shares based upon the relative proportion of
the Fund's net assets represented by that class. The management fees paid by
the Fund to the Manager during the Fund's last three fiscal years are listed
below.











-------------------------------------------------------------------------------
Fiscal Year ended 8/31:      Management Fees Paid to OppenheimerFunds, Inc.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
           2000                                $83,004,765
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
           2001                                $75,697,340
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
           2002                                $61,560,774
-------------------------------------------------------------------------------

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

      The agreement permits the Manager to act as investment advisor for any
other person, firm or corporation and to use the names "Oppenheimer" and
"Main Street" in connection with other investment companies for which it may
act as investment advisor or general distributor. If the Manager shall no
longer act as investment advisor to the Fund, the Manager may withdraw the
right of the Fund's parent corporation to use the names "Oppenheimer" and
"Main Street" as part of its name and the name of the Fund.

         |X|      Annual Approval of Investment Advisory Agreement. Each
year, the Board of Directors, including a majority of the Independent
Directors, is required to approve the renewal of the investment advisory
agreement. The Investment Company Act requires that the Board request and
evaluate and the Manager provide such information as may be reasonably
necessary to evaluate the terms of the investment advisory agreement.  The
Board employs an independent consultant to prepare a report that provides
such information as the Board requests for this purpose.

      The Board also receives information about the 12b-1 distribution fees
the Fund pays.  These distribution fees are reviewed and approved at a
different time of the year.

      The Board reviewed the foregoing information in arriving at its
decision to renew the investment advisory agreement.  Among other factors,
the Board considered:
o     The nature, cost, and quality of the services provided to the Fund and
   its shareholders;
o     The profitability of the Fund to the Manager;
o     The investment performance of the Fund in comparison to regular market
   indices;
o     Economies of scale that may be available to the Fund from the Manager;
o     Fees paid by other mutual funds for similar services;
o     The value and quality of any other benefits or services received by the
   Fund from its relationship with the Manager; and
o     The direct and indirect benefits the Manager received from its
   relationship with the Fund.  These included services provided by the
   Distributor and the Transfer Agent, and brokerage and soft dollar
   arrangements permissible under Section 28(e) of the Securities Exchange
   Act.

      The Board considered that the Manager must be able to pay and retain
high quality personnel at competitive rates to provide services to the Fund.
The Board also considered that maintaining the financial viability of the
Manager is important so that the Manager will be able to continue to provide
quality services to the Fund and its shareholders in adverse times.  The
Board also considered the investment performance of other mutual funds
advised by the Manager. The Board is aware that there are alternatives to the
use of the Manager.

      These matters were also considered by the Independent Directors,
meeting separately from the full Board with experienced Counsel to the Fund
who assisted the Board in its deliberations.  The Fund's Counsel is
independent of the Manager within the meaning and intent of the SEC Rules
regarding the independence of counsel.

      In arriving at a decision, the Board did not single out any one factor
or group of factors as being more important than other factors, but
considered all factors together.  The Board judged the terms and conditions
of the investment advisory agreement, including the investment advisory fee,
in light of all of the surrounding circumstances.

Brokerage Policies of the Fund

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
Fiscal Year Ended 8/31:       Total Brokerage Commissions Paid by the Fund1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2000                                $26,028,417
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2001                                $23,855,290
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2002                                $25,593,7432
--------------------------------------------------------------------------------
1.    Amounts do not include spreads or concessions on principal transactions
      on a net trade basis.
   2. During the fiscal year ended 8/31/02, the amount of transactions
   directed to brokers for research services was
           $9,076,238,222 and the amount of the commissions paid to
   broker-dealers for those services was $11,974,978.

Distribution and Service Plans

The Distributor.  Under its General Distributor's Agreement with the Fund's
parent corporation, the Distributor acts as the Fund's principal underwriter
in the continuous public offering of the different classes of shares of the
Fund.  The Distributor bears the expenses normally attributable to sales,
including advertising and the cost of printing and mailing prospectuses,
other than those furnished to existing shareholders.  The Distributor is not
obligated to sell a specific number of shares.  Expenses normally
attributable to sales are borne by the Distributor.

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

--------------------------------------------------------------------------------
Fiscal Year Ended 8/31      Aggregate Front-End       Class A Front-End Sales
                            Sales Charges on Class A  Charges retained by
                            Shares                    Distributor1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2000                    $27,942,876               $7,652,953
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2001                    $18,699,768               $5,001,243
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
           2002                    $12,400,169               $3,335,382
--------------------------------------------------------------------------------
1.    Includes amounts retained by a broker-dealer that is an affiliate or a
   parent of the Distributor.


--------------------------------------------------------------------------------
                 Concessions on  Concessions on  Concessions    Concessions on
                 Class A Shares  Class B Shares  on Class C     Class N Shares
Fiscal Year      Advanced by     Advanced by     Shares         Advanced by
Ended 8/31       Distributor1    Distributor1    Advanced by    Distributor1, 2
                                                 Distributor1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      2000         $2,076,756      $49,918,066     $4,083,097         N/A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      2001         $1,716,658      $28,052,844     $2,227,017       $56,915
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      2002          $895,178       $15,202,153     $1,380,111      $408,513
--------------------------------------------------------------------------------
1.    The Distributor advances concession payments to dealers for certain
   sales of Class A shares and for sales of Class B, Class C and Class N
   shares from its own resources at the time of sale.
2.    The inception date of Class N shares was March 1, 2001.


--------------------------------------------------------------------------------
Fiscal Year      Class A         Class B         Class C         Class N
                 Contingent      Contingent      Contingent      Contingent
                 Deferred Sales  Deferred Sales  Deferred Sales  Deferred
                 Charges         Charges         Charges         Sales Charges
                 Retained by     Retained by     Retained by     Retained by
Ended 8/31       Distributor     Distributor     Distributor     Distributor
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      2001           $94,981       $12,539,280      $285,411          $109
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      2002          $112,149       $12,100,308      $142,468         $6,564
--------------------------------------------------------------------------------

      For additional information about distribution of the Fund's shares,
including fees and expenses, please refer to "Distribution and Service
Plans," below.

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

      Each plan has been approved by a vote of the Board of Directors,
including a majority of the Independent Directors1, cast in person at a
meeting called for the purpose of voting on that plan.  The shareholder vote
for the Distribution and Service Plan for Class N shares was cast by the
Manager as the sole initial holder of Class N shares of the Fund.

      Under the plans, the Manager and the Distributor may make payments to
affiliates and in their sole discretion, from time to time, may use their own
resources (at no direct cost to the Fund) to make payments to brokers,
dealers or other financial institutions for distribution and administrative
services they perform.

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

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

      While the Plans are in effect, the Treasurer of the Fund shall provide
separate written reports on the plans to the Board of Directors at least
quarterly for its review.  The Reports shall detail the amount of all
payments made under a plan and the purpose for which the payments were made.
Those reports are subject to the review and approval of the Independent
Directors.

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

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

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

      With  respect to  purchases  of Class A shares  subject to a  contingent
deferred sales charge by certain  retirement  plans that purchased such shares
prior  to  March  1,   2001   ("grandfathered   retirement   accounts"),   the
Distributor  currently  intends  to  pay  the  service  fee to  Recipients  in
advance  for the first year after the  shares are  purchased.  After the first
year shares are  outstanding,  the  Distributor  makes service fee payments to
Recipients  quarterly  on those  shares.  The advance  payment is based on the
net asset value of shares  sold.  Shares  purchased by exchange do not qualify
for  the  advance  service  fee  payment.  If  Class  A  shares  purchased  by
grandfathered  retirement  accounts are  redeemed  during the first year after
their  purchase,  the  Recipient  of the service  fees on those shares will be
obligated to repay the  Distributor a pro rata portion of the advance  payment
of the service fee made on those shares.

      For the fiscal year ended August 31, 2002 payments under the Class A
Plan totaled $17,613,557, all of which was paid by the Distributor to
recipients. That included $903,757 paid  to an affiliate of the Distributor's
parent company.  Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in
subsequent years. The Distributor may not use payments received under the
Class A Plan to pay any of its interest expenses, carrying charges, or other
financial costs, or allocation of overhead.

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

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

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

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

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

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

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






---------------------------------------------------------------------------------
      Distribution Fees Paid to the Distributor for the Year Ended 8/31/02
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class:        Total          Amount         Distributor's       Distributor's
                                                                Unreimbursed
                                            Aggregate           Expenses as %
              Payments       Retained by    Unreimbursed        of Net Assets
              Under Plan     Distributor    Expenses Under Plan of Class
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B Plan   $46,128,366    $35,752,4001      $73,751,303          2.10%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C Plan   $14,335,613    $1,548,1432       $23,950,792          2.00%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N Plan    $ 140,215      $136,9643         $958,649            2.21%
---------------------------------------------------------------------------------
1.    Includes $445,110 paid to an affiliate of the Distributor's parent
    company.
2.    Includes $300,131 paid to an affiliate of the Distributor's parent
    company.
3.    Includes $220 paid to an affiliate of the Distributor's parent company.

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

Performance of the Fund

Explanation of Performance Terminology.  The Fund uses a variety of terms to
illustrate its investment performance. Those terms include "cumulative total
return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below.  The charts below show the
Fund's performance as of the Fund's most recent fiscal year end. You can
obtain current performance information by calling the Fund's Transfer Agent
at 1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

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

      Use of standardized performance calculations enables an investor to
compare the Fund's performance to the performance of other funds for the same
periods.  However, a number of factors should be considered before using the
Fund's performance information as a basis for comparison with other
investments:

      o  Total returns measure the performance of a hypothetical account in
the Fund over various periods and do not show the performance of each
shareholder's account. Your account's performance will vary from the model
performance data if your dividends are received in cash, or you buy or sell
shares during the period, or you bought your shares at a different time and
price than the shares used in the model.
      o  An investment in the Fund is not insured by the FDIC or any other
government agency.
      o  The Fund's performance returns do not reflect the effect of taxes on
dividends and capital gains distributions.
      o  The principal value of the Fund's shares and total returns are not
guaranteed and normally will fluctuate on a daily basis.
      o  When an investor's shares are redeemed, they may be worth more or
less than their original cost.
      o  Total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future returns.

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

      |X|   Total Return Information.  There are different types of "total
returns" to measure the Fund's performance. Total return is the change in
value of a hypothetical investment in the Fund over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares and that the investment is redeemed at the end of the
period. Because of differences in expenses for each class of shares, the
total returns for each class are separately measured. The cumulative total
return measures the change in value over the entire period (for example, ten
years). An average annual total return shows the average rate of return for
each year in a period that would produce the cumulative total return over the
entire period. However, average annual total returns do not show actual
year-by-year performance. The Fund uses standardized calculations for its
total returns as prescribed by the SEC. The methodology is discussed below.

      In calculating total returns for Class A shares, the current maximum
sales charge of 5.75% (as a percentage of the offering price) is deducted
from the initial investment ("P") (unless the return is shown without sales
charge, as described below).  For Class B shares, payment of the applicable
contingent deferred sales charge is applied, depending on the period for
which the return is shown: 5.0% in the first year, 4.0% in the second year,
3.0% in the third and fourth years, 2.0% in the fifth year, 1.0% in the sixth
year and none thereafter. For Class C shares, the 1% contingent deferred
sales charge is deducted for returns for the 1-year period. For Class N
shares, the 1% contingent deferred sales charge is deducted for returns for
the one year period, and total returns for the periods prior to 3.1.01 (the
inception date for Class N shares) is based on the Fund's Class A returns,
adjusted to reflect the higher Class N 12b-1 fees.  There is no sales charge
on Class Y shares.

Average Annual Total Return.  The "average annual total return" of each class
is an average annual compounded rate of return for each year in a specified
number of years.  It is the rate of return based on the change in value of a
hypothetical initial investment of $1,000 ("P" in the formula below) held for
a number of years ("n" in the formula) to achieve an Ending Redeemable Value
("ERV" in the formula) of that investment, according to the following formula:


------------------------------------------------------------------------------
                               [OBJECT OMITTED]
------------------------------------------------------------------------------

|_|   Average Annual Total Return (After Taxes on Distributions). The
"average annual total return (after taxes on distributions)" of Class A
shares is an average annual compounded rate of return for each year in a
specified number of years, adjusted to show the effect of federal taxes
(calculated using the highest individual marginal federal income tax rates in
effect on any reinvestment date) on any distributions made by the Fund during
the specified period. It is the rate of return based on the change in value
of a hypothetical initial investment of $1,000 ("P" in the formula below)
held for a number of years ("n" in the formula) to achieve an ending value
("ATVD" in the formula) of that investment, after taking into account the
effect of taxes on Fund distributions, but not on the redemption of Fund
shares, according to the following formula:


    ATVD       - 1= Average Annual Total Return (After Taxes on
    ----
    1/n                         Distributions)
   P


|_|   Average Annual Total Return (After Taxes on Distributions and
Redemptions).  The "average annual total return (after taxes on distributions
and redemptions)" of Class A shares is an average annual compounded rate of
return for each year in a specified number of years, adjusted to show the
effect of federal taxes (calculated using the highest individual marginal
federal income tax rates in effect on any reinvestment date) on any
distributions made by the Fund during the specified period and the effect of
capital gains taxes or capital loss tax benefits (each calculated using the
highest federal individual capital gains tax rate in effect on the redemption
date) resulting from the redemption of the shares at the end of the period.
It is the rate of return based on the change in value of a hypothetical
initial investment of $1,000 ("P" in the formula below) held for a number of
years ("n" in the formula) to achieve an ending value ("ATVDR" in the
formula) of that investment, after taking into account the effect of taxes on
fund distributions and on the redemption of Fund shares, according to the
following formula:


      ATVDR        - 1= Average Annual Total Return (After Taxes on
  -   -----
     1/n                    Distributions and Redemption)
     P


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

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

---------------------------------------------------------------------------------
             The Fund's Total Returns for the Periods Ended 8/31/02
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class of  Cumulative Total  Average Annual Total Returns
          Returns (10
          years or Life of
Shares    Class)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                                 1-Year            5-Year           10-Year
                                                     (or              (or
                                               life-of-class)    life-of-class)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
          After    Without  After    Without  After    Without  After   Without
          Sales    Sales    Sales    Sales    Sales    Sales    Sales   Sales
          Charge   Charge   Charge   Charge   Charge   Charge   Charge  Charge
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class A   223.75%  243.51%  -17.91%  -12.90%  0.86%    2.06%    12.47%  13.13%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B   87.11%2  87.11%2  -17.89%  -13.58%  0.99%    1.29%    8.24%2  8.24%2
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C   91.80%3  91.80%3  -14.45%  -13.58%  1.30%    1.30%    7.73%3  7.73%3
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N   -19.69%4 -18.88%4 -14.01%  -13.15%  -13.60%4 -13.02%4 N/A     N/A
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class Y   N/A      38.54%5  N/A
                                     -12.74%  N/A      2.25%    N/A     5.75%5
---------------------------------------------------------------------------------
1. Inception of Class A:      02/03/88
2. Inception of Class B:      10/03/94
3. Inception of Class C:      12/01/93
4. Inception of Class N:      03/01/01
5. Inception of Class Y:      11/01/96

---------------------------------------------------------------------------------
     Average Annual Total Returns for Class A Shares1 (After Sales Charge)
                         For the Periods Ended 8/31/02
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
                                 1-Year           5-Year            10 Year
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
After Taxes on                  -18.00%           -0.53%            10.36%
Distributions
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
After Taxes on
Distributions and                  -10.87%         0.62%             9.85%
Redemption of Fund Shares
---------------------------------------------------------------------------------
  1. Inception of Class A shares: 02/03/88

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

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

         |_|      Morningstar Rankings.  From time to time the Fund may
publish the star ranking of the performance of its classes of shares by
Morningstar, Inc., an independent mutual fund monitoring service.
Morningstar ranks mutual funds in their specialized market sector.  The Fund
is ranked among the large blend category.

      For each fund with at least a three-year history; Morningstar
calculates a Morningstar Rating(TM)based on a Morningstar Risk-Adjusted Return
measure that accounts for variation in a fund's monthly performance
(including the effects of sales charges, loads, and redemption fees), placing
more emphasis on downward variations and rewarding consistent performance.
The top 10% of funds in each category receive 5 stars, the next 22.5% receive
4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars, and
the bottom 10% receive 1 star.  (Each share class is counted as a fraction of
one fund within this scale and rated separately, which may cause slight
variations in the distribution percentages.) The Overall Morningstar Rating
for a fund is derived from a weighted average of the performance figures
associated with its three-, five-and ten-year (if applicable) Morningstar
Rating metrics.

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

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

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

From time to time, the Fund may include in its advertisements and sales literature
the total return performance of a hypothetical investment account that
includes shares of the fund and other Oppenheimer funds.  The combined
account may be part of an illustration of an asset allocation model or
similar presentation.  The account performance may combine total return
performance of the fund and the total return performance of other Oppenheimer
funds included in the account. Additionally, from time to time, the Fund's
advertisements and sales literature may include, for illustrative or
comparative purposes, statistical data or other information about general or
specific market and economic conditions. That may include, for example,

o     information about the performance of certain securities or commodities
      markets or segments of those markets,
o     information about the performance of the economies of particular
      countries or regions,
o     the earnings of companies included in segments of particular
      industries, sectors, securities markets, countries or regions,
o     the availability of different types of securities or offerings of
      securities,
o     information relating to the gross national or gross domestic product of
      the United States or other countries or regions, comparisons of various
      market sectors or indices to demonstrate performance, risk, or other
      characteristics of the Fund.

ABOUT your account

How to Buy Shares

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

AccountLink.  When shares are purchased through AccountLink, each purchase
must be at least $25. Effective November 1, 2002, for any new Asset Builder
Plan, each purchase through AccountLink must be at least $50 and shareholders
                                                             ---
must invest at least $500 before an Asset Builder Plan can be established on
a new account. Accounts established prior to November 1, 2001 will remain at
$25 for additional purchases. Shares will be purchased on the regular
business day the Distributor is instructed to initiate the Automated Clearing
House ("ACH") transfer to buy the shares.  Dividends will begin to accrue on
shares purchased with the proceeds of ACH transfers on the business day the
Fund receives Federal Funds for the purchase through the ACH system before
the close of The New York Stock Exchange. The Exchange normally closes at
4:00 P.M., but may close earlier on certain days.  If Federal Funds are
received on a business day after the close of the Exchange, the shares will
be purchased and dividends will begin to accrue on the next regular business
day.  The proceeds of ACH transfers are normally received by the Fund three
days after the transfers are initiated. If the proceeds of the ACH transfer
are not received on a timely basis, the Distributor reserves the right to
cancel the purchase order. The Distributor and the Fund are not responsible
for any delays in purchasing shares resulting from delays in ACH
transmissions.

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

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

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

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

Oppenheimer Bond Fund                     Oppenheimer Municipal Bond Fund
Oppenheimer California Municipal Fund     Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer New York Municipal Fund
Oppenheimer Capital Preservation Fund     Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund           Oppenheimer Quest Balanced Value Fund
                                          Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Champion Income Fund          Inc.
                                          Oppenheimer  Quest  Global  Value  Fund,
Oppenheimer Convertible Securities Fund   Inc.
Oppenheimer Developing Markets Fund       Oppenheimer Quest Opportunity Value Fund
Oppenheimer Disciplined Allocation Fund   Oppenheimer Quest Value Fund, Inc.
Oppenheimer Discovery Fund                Oppenheimer Real Asset Fund
                                          Oppenheimer      Rochester      National
Oppenheimer Emerging Growth Fund          Municipals
Oppenheimer Emerging Technologies Fund    Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund               Oppenheimer Small Cap Value Fund
Oppenheimer Europe Fund                   Oppenheimer Strategic Income Fund
Oppenheimer Global Fund                   Oppenheimer Total Return Fund, Inc.
Oppenheimer Global Growth & Income Fund   Oppenheimer Trinity Core Fund
                                          Oppenheimer  Trinity  Large  Cap  Growth
Oppenheimer Gold & Special Minerals Fund  Fund
Oppenheimer Growth Fund                   Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund               Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund       Oppenheimer Value Fund
Oppenheimer International Growth Fund     Limited-Term New York Municipal Fund
Oppenheimer  International  Small Company
Fund                                      Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund  OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Limited Term Municipal Fund   OSM1 - Jennison Growth Fund

Oppenheimer  Main Street  Growth & Income OSM1 -  Mercury  Advisors  S&P 500 Index
Fund                                      Fund
                                          OSM1 -  Mercury  Advisors  Focus  Growth
Oppenheimer Main Street Opportunity Fund  Fund
Oppenheimer Main Street Small Cap Fund    OSM1 - QM Active Balanced Fund
Oppenheimer MidCap Fund                   OSM1 - Salomon Brothers All Cap Fund
Oppenheimer Multiple Strategies Fund

And the following money market funds:

Centennial America Fund, L. P.            Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust    Centennial Tax Exempt Trust
Centennial Government Trust               Oppenheimer Cash Reserves
Centennial Money Market Trust             Oppenheimer Money Market Fund, Inc.
1 - "OSM" stands for Oppenheimer Select Managers

      There is an initial sales charge on the purchase of Class A shares of
each of the Oppenheimer funds described above except the money market funds.
Under certain circumstances described in this Statement of Additional
Information, redemption proceeds of certain money market fund shares may be
subject to a contingent deferred sales charge.

Letters of Intent.  Under a Letter of Intent, if you purchase Class A shares
or Class A and Class B shares of the Fund and other Oppenheimer funds during
a 13-month period, you can reduce the sales charge rate that applies to your
purchases of Class A shares.  The total amount of your intended purchases of
both Class A and Class B shares will determine the reduced sales charge rate
for the Class A shares purchased during that period.  You can include
purchases made up to 90 days before the date of the Letter.  Letters of
Intent do not consider Class C or Class N shares you purchase or may have
purchased.

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

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

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

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

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

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

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

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

      2. If the total minimum investment specified under the Letter is
completed within the 13-month Letter of Intent period, the escrowed shares
will be promptly released to the investor.

      3. If, at the end of the 13-month Letter of Intent period the total
purchases pursuant to the Letter are less than the intended purchase amount
specified in the Letter, the investor must remit to the Distributor an amount
equal to the difference between the dollar amount of sales charges actually
paid and the amount of sales charges which would have been paid if the total
amount purchased had been made at a single time.  That sales charge
adjustment will apply to any shares redeemed prior to the completion of the
Letter.  If the difference in sales charges is not paid within twenty days
after a request from the Distributor or the dealer, the Distributor will,
within sixty days of the expiration of the Letter, redeem the number of
escrowed shares necessary to realize such difference in sales charges.  Full
and fractional shares remaining after such redemption will be released from
escrow.  If a request is received to redeem escrowed shares prior to the
payment of such additional sales charge, the sales charge will be withheld
from the redemption proceeds.

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

5.    The shares eligible for purchase under the Letter (or the holding of
which may be counted toward completion of a Letter) include:
(a)   Class A shares sold with a front-end sales charge or subject to a Class
            A contingent deferred sales charge,
(b)   Class B shares of other Oppenheimer funds acquired subject to a
            contingent deferred sales charge, and
(c)   Class A or Class B shares acquired by exchange of either (1) Class A
            shares of one of the other Oppenheimer funds that were acquired
            subject to a Class A initial or contingent deferred sales charge
            or (2) Class B shares of one of the other Oppenheimer funds that
            were acquired subject to a contingent deferred sales charge.

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

Asset Builder Plans.  To establish an Asset Builder Plan to buy shares
directly from a bank account, you must enclose a check (the minimum is $25)
for the initial purchase with your application. Currently, the minimum
investment is $25 to establish an Asset Builder Plan, and will remain at $25
for those accounts established prior to November 1, 2002. However, as
described above under "AccountLink," for Asset Builder Plans established on
or after November 1, 2002, the minimum investment for new Asset Builder Plans
will increase to $50, each purchase must be at least $50 and shareholders
                                                         ---
must invest at least $500 before an Asset Builder Plan can be established.
Shares purchased by Asset Builder Plan payments from bank accounts are
subject to the redemption restrictions for recent purchases described in the
Prospectus.  Asset Builder Plans are available only if your bank is an ACH
member.  Asset Builder Plans may not be used to buy shares for
OppenheimerFunds employer-sponsored qualified retirement accounts. Asset
Builder Plans also enable shareholders of Oppenheimer Cash Reserves to use
their fund account to make monthly automatic purchases of shares of up to
four other Oppenheimer funds.

      If you make payments from your bank account to purchase shares of the
Fund, your bank account will be debited automatically.  Normally the debit
will be made two business days prior to the investment dates you selected on
your application.  Neither the Distributor, the Transfer Agent nor the Fund
shall be responsible for any delays in purchasing shares that result from
delays in ACH transmissions.

      Before you establish Asset Builder payments, you should obtain a
prospectus of the selected fund(s) from your financial advisor (or the
Distributor) and request an application from the Distributor.  Complete the
application and return it.  You may change the amount of your Asset Builder
payment or you can terminate these automatic investments at any time by
writing to the Transfer Agent.  The Transfer Agent requires a reasonable
period (approximately 10 days) after receipt of your instructions to
implement them.  The Fund reserves the right to amend, suspend or discontinue
offering Asset Builder plans at any time without prior notice.

Retirement Plans. Certain types of retirement plans are entitled to purchase
shares of the Fund without sales charge or at reduced sales charge rates, as
described in Appendix C to this Statement of Additional Information. Certain
special sales charge arrangements described in that Appendix apply to
retirement plans whose records are maintained on a daily valuation basis by
Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an independent
record keeper that has a contract or special arrangement with Merrill Lynch.
If on the date the plan sponsor signed the Merrill Lynch record keeping
service agreement the plan has less than $3 million in assets (other than
assets invested in money market funds) invested in applicable investments,
then the retirement plan may purchase only Class B shares of the Oppenheimer
funds. Any retirement plans in that category that currently invest in Class B
shares of the Fund will have their Class B shares converted to Class A shares
of the Fund when the plan's applicable investments reach $5 million.
OppenheimerFunds has entered into arrangements with certain record keepers
whereby the Transfer Agent compensates the record keeper for its record
keeping and account servicing functions that it performs on behalf of the
participant level accounts of a retirement plan.  While such compensation may
act to reduce the record keeping fees charged by the retirement plan's record
keeper, that compensation arrangement may be terminated at any time,
potentially affecting the record keeping fees charged by the retirement
plan's record keeper.

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

Classes of Shares. Each class of shares of the Fund represents an interest in
the same portfolio of investments of the Fund.  However, each class has
different shareholder privileges and features.  The net income attributable
to Class B, Class C or Class N shares and the dividends payable on Class B,
Class C or Class N shares will be reduced by incremental expenses borne
solely by that class. Those expenses include the asset-based sales charges to
which Class B, Class C and Class N shares are subject.

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

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

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

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

      |X|   Availability of Class N Shares.  In addition to the description
of the types of retirement plans which may purchase Class N shares contained
in the prospectus, Class N shares also are offered to the following:
o     to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o     to all rollover contributions made to Individual 401(k) plans,
            Profit-Sharing Plans and Money Purchase Pension Plans,
o     to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
            Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,
o     to Group Retirement Plans (as defined in Appendix C to this Statement
            of Additional Information) which have entered into a special
            agreement with the Distributor for that purpose,
o     to Retirement Plans qualified under Sections 401(a) or 401(k) of the
            Internal Revenue Code, the recordkeeper or the plan sponsor for
            which has entered into a special agreement with the Distributor,
o     to Retirement Plans of a plan sponsor where the aggregate assets of all
            such plans invested in the Oppenheimer funds is $500,000 or more,
o     to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the
            purchase with the redemption proceeds of Class A shares of one or
            more Oppenheimer funds.
o     to certain customers of broker-dealers and financial advisors that are
            identified in a special agreement between the broker-dealer or
            financial advisor and the Distributor for that purpose.

      The sales concession and the advance of the service fee, as described
in the Prospectus, will not be paid to dealers of record on sales of Class N
shares on:
o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds
            (other than rollovers from an OppenheimerFunds-sponsored Pinnacle
            or Ascender 401(k) plan to any IRA invested in the Oppenheimer
            funds),
o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the redemption
            proceeds of  Class C shares of one or more Oppenheimer funds held
            by the plan for more than one year (other than rollovers from an
            OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan to
            any IRA invested in the Oppenheimer funds), and
o     on purchases of Class N shares by an OppenheimerFunds-sponsored
            Pinnacle or Ascender 401(k) plan made with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds.

      No sales concessions will be paid to the broker-dealer of record, as
described in the Prospectus, on sales of Class N shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options under a special arrangement with the Distributor, if the
purchase occurs more than 30 days after the Oppenheimer funds are added as an
investment option under that plan.

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

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

      Other expenses that are directly attributable to a particular class are
allocated equally to each outstanding share within that class.  Examples of
such expenses include distribution and  service plan (12b-1) fees, transfer
and shareholder servicing agent fees and expenses, and shareholder meeting
expenses (to the extent that such expenses pertain only to a specific class).

Account Fees. As stated in the Prospectus, a $12 annual fee is charged on any
account valued at less than $500.  This fee will not be charged for:
o     Accounts that have balances below $500 due to the automatic conversion
      of shares from Class B to Class A shares;
o     Accounts with an active Asset Builder Plan, payroll deduction plan or a
      military allotment plan;
o     OppenheimerFunds-sponsored group retirement accounts that are making
      continuing purchases;
o     Certain accounts held by broker-dealers through the National Securities
      Clearing Corporation; and
o     Accounts that fall below the $500 threshold due solely to market
      fluctuations within the 12-month period preceding the date the fee is
      deducted.

      The first fee is charged annually on or about the second to last
business day of September.  This annual fee will be waived for any
shareholders who elect to access their account documents through electronic
document delivery rather than in paper copy and who elect to utilize the
Internet or PhoneLink as their primary source for their general servicing
needs.  To sign up to access account documents electronically via eDocs
Direct, please visit the Service Center on our website at
WWW.OPPENHEIMERFUNDS.COM or call 1.888.470.0862 for instructions.
------------------------

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

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

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

      |X|   Securities Valuation.  The Fund's Board of Directors has
established procedures for the valuation of the Fund's securities. In general
those procedures are as follows:
o     Equity securities traded on a U.S. securities exchange or on Nasdaq(R)
are valued as follows:
(1)   if last sale information is regularly reported, they are valued at the
               last reported sale price on the principal exchange on which
               they are traded or on Nasdaq, as applicable, on that day, or
(2)   if last sale information is not available on a valuation date, they are
               valued at the last reported sale price preceding the valuation
               date if it is within the spread of the closing "bid" and
               "asked" prices on the valuation date or, if not,  at the
               closing "bid" price on the valuation date.
o     Equity securities traded on a foreign securities exchange generally are
valued in one of the following ways:
(1)   at the last sale price available to the pricing service approved by the
               Board of Directors, or
(2)   at the last sale price obtained by the Manager from the report of the
               principal exchange on which the security is traded at its last
               trading session on or immediately before the valuation date, or
(3)   at the mean between the "bid" and "asked" prices obtained from the
               principal exchange on which the security is traded or, on the
               basis of reasonable inquiry, from two market makers in the
               security.
o     Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Directors or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.
o     The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Fund's Board
of Directors or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry:
(1)   debt instruments that have a maturity of more than 397 days when
               issued,
(2)   debt instruments that had a maturity of 397 days or less when issued
               and have a remaining maturity of more than 60 days, and
(3)   non-money market debt instruments that had a maturity of 397 days or
               less when issued and which have a remaining maturity of 60
               days or less.
o     The following securities are valued at cost, adjusted for amortization
of premiums and accretion of discounts:
(1)   money market debt securities held by a non-money market fund that had a
               maturity of less than 397 days when issued that have a
               remaining maturity of 60 days or less, and
(2)   debt instruments held by a money market fund that have a remaining
               maturity of 397 days or less.
o     Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures.  If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the
"bid" and "asked" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

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

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

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

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

How to Sell Shares

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

Sending Redemption Proceeds by Federal Funds Wire.  The Federal Funds wire of
redemption proceeds may be delayed if the Fund's custodian bank is not open
for business on a day when the Fund would normally authorize the wire to be
made, which is usually the Fund's next regular business day following the
redemption.  In those circumstances, the wire will not be transmitted until
the next bank business day on which the Fund is open for business.  No
dividends will be paid on the proceeds of redeemed shares awaiting transfer
by Federal Funds wire.

Reinvestment Privilege.  Within six months of a redemption, a shareholder may
reinvest all or part of the redemption proceeds of:
o     Class A shares purchased subject to an initial sales charge or Class A
         shares on which a contingent deferred sales charge was paid, or
o     Class B shares that were subject to the Class B contingent deferred
         sales charge when redeemed.

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

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

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

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



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

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

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

Distributions From Retirement Plans.  Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial
plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its
address listed in "How To Sell Shares" in the Prospectus or on the back cover
of this Statement of Additional Information.  The request must:
(1)   state the reason for the distribution;
(2)   state the owner's awareness of tax penalties if the distribution is
         premature; and
(3)   conform to the requirements of the plan and the Fund's other redemption
         requirements.

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

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

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

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

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

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

      The Fund cannot guarantee receipt of a payment on the date requested.
The Fund reserves the right to amend, suspend or discontinue offering these
plans at any time without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make regular additional
Class A share purchases while participating in an Automatic Withdrawal Plan.
Class B, Class C and Class N shareholders should not establish automatic
withdrawal plans, because of the potential imposition of the contingent
deferred sales charge on such withdrawals (except where the Class B, Class C
or Class N contingent deferred sales charge is waived as described in
Appendix C to this Statement of Additional Information).
      By requesting an Automatic Withdrawal or Exchange Plan, the shareholder
agrees to the terms and conditions that apply to such plans, as stated
below.  These provisions may be amended from time to time by the Fund and/or
the Distributor.  When adopted, any amendments will automatically apply to
existing Plans.

      |X|   Automatic Exchange Plans.  Shareholders can authorize the
Transfer Agent to exchange a pre-determined amount of shares of the Fund for
shares (of the same class) of other Oppenheimer funds automatically on a
monthly, quarterly, semi-annual or annual basis under an Automatic Exchange
Plan. The minimum amount that may be exchanged to each other fund account is
$25. Effective November 1, 2002, the minimum amount that may be exchanged to
each other fund account is $50. Instructions should be provided on the
OppenheimerFunds Application or signature-guaranteed instructions. Exchanges
made under these plans are subject to the restrictions that apply to
exchanges as set forth in "How to Exchange Shares" in the Prospectus and
below in this Statement of Additional Information.

Automatic Withdrawal Plans.  Fund shares will be redeemed as necessary to
meet withdrawal payments.  Shares acquired without a sales charge will be
redeemed first. Shares acquired with reinvested dividends and capital gains
distributions will be redeemed next, followed by shares acquired with a sales
charge, to the extent necessary to make withdrawal payments.  Depending upon
the amount withdrawn, the investor's principal may be depleted.  Payments
made under these plans should not be considered as a yield or income on your
investment.

      The Transfer Agent will administer the investor's Automatic Withdrawal
Plan as agent for the shareholder(s) (the "Planholder") who executed the Plan
authorization and application submitted to the Transfer Agent.  Neither the
Fund nor the Transfer Agent shall incur any liability to the Planholder for
any action taken or not taken by the Transfer Agent in good faith to
administer the Plan. Share certificates will not be issued for shares of the
Fund purchased for and
held under the Plan, but the Transfer Agent will credit all such shares to
the account of the Planholder on the records of the Fund. Any share
certificates held by a Planholder may be surrendered unendorsed to the
Transfer Agent with the Plan application so that the shares represented by
the certificate may be held under the Plan.

      For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done at
net asset value without a sales charge. Dividends on shares held in the
account may be paid in cash or reinvested.

      Shares will be redeemed to make withdrawal payments at the net asset
value per share determined on the redemption date.  Checks or AccountLink
payments representing the proceeds of Plan withdrawals will normally be
transmitted three business days prior to the date selected for receipt of the
payment, according to the choice specified in writing by the Planholder.
Receipt of payment on the date selected cannot be guaranteed.

      The amount and the interval of disbursement payments and the address to
which checks are to be mailed or AccountLink payments are to be sent may be
changed at any time by the Planholder by writing to the Transfer Agent.  The
Planholder should allow at least two weeks' time after mailing such
notification for the requested change to be put in effect.  The Planholder
may, at any time, instruct the Transfer Agent by written notice to redeem
all, or any part of, the shares held under the Plan. That notice must be in
proper form in accordance with the requirements of the then-current
Prospectus of the Fund. In that case, the Transfer Agent will redeem the
number of shares requested at the net asset value per share in effect and
will mail a check for the proceeds to the Planholder.

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

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

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

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of Oppenheimer
funds having more than one class of shares may be exchanged only for shares
of the same class of other Oppenheimer
funds. Shares of Oppenheimer funds that have a single class without a class
designation are deemed "Class A" shares for this purpose. You can obtain a
current list showing which funds offer which classes of shares by calling the
Distributor.

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

      The following funds only offer Class A shares:
      Centennial America Fund, L.P.           Centennial Tax Exempt Trust
      Centennial California Tax Exempt Trust  Oppenheimer Money Market Fund, Inc
      Centennial Government Trust
      Centennial Money Market Trust
      Centennial New York Tax Exempt Trust

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

      The following funds do not offer Class Y shares:
      Oppenheimer California Municipal Fund   Oppenheimer Limited Term
                                              Municipal Fund
      Oppenheimer Capital Income Fund         Oppenheimer New Jersey Municipal
                                              Fund
      Oppenheimer Cash Reserves               Oppenheimer New York Municipal
                                              Fund
      Oppenheimer Champion Income Fund        Oppenheimer Pennsylvania
                                              Municipal Fund
      Oppenheimer Convertible Securities Fund Oppenheimer Rochester National
                                              Municipals
      Oppenheimer Disciplined Allocation Fund Oppenheimer Senior Floating Rate
                                              Fund
      Oppenheimer Gold & Special Minerals     Oppenheimer Small Cap Value Fund
      Fund
      Oppenheimer International Small         Limited Term New York Municipal
      Company Fund                            Fund

o     Class Y shares of Oppenheimer Real Asset Fund may not be exchanged for
      shares of any other fund.
o     Class B, Class C and Class N shares of Oppenheimer Cash Reserves are
      generally available only by exchange from the same class of shares of
      other Oppenheimer funds or through OppenheimerFunds-sponsored 401(k)
      plans.
o     Class M shares of Oppenheimer Convertible Securities Fund may be
      exchanged only for Class A shares of other Oppenheimer funds. They may
      not be acquired by exchange of shares of any class of any other
      Oppenheimer funds except Class A shares of Oppenheimer Money Market
      Fund or Oppenheimer Cash Reserves acquired by exchange of Class M
      shares.
o     Class X shares of Limited Term New York Municipal Fund may be exchanged
      only for Class B shares of other Oppenheimer funds and no exchanges may
      be made to Class X shares.
o     Shares of Oppenheimer Capital Preservation Fund may not be exchanged
      for shares of Oppenheimer Money Market Fund, Inc., Oppenheimer Cash
      Reserves or Oppenheimer Limited-Term Government Fund.  Only
      participants in certain retirement plans may purchase shares of
      Oppenheimer Capital Preservation Fund, and only those participants may
      exchange shares of other Oppenheimer funds for shares of Oppenheimer
      Capital Preservation Fund.
o     Class A shares of Oppenheimer Senior Floating Rate Fund are not
      available by exchange of shares of Oppenheimer Money Market Fund or
      Class A shares of Oppenheimer Cash Reserves.
o     Shares of Oppenheimer Select Managers Mercury Advisors S&P Index Fund
      and Oppenheimer Select Managers QM Active Balanced Fund are only
      available to retirement plans and are available only by exchange from
      the same class of shares of other Oppenheimer funds held by retirement
      plans.
o     Class A shares of Oppenheimer funds may be exchanged at net asset value
      for shares of any money market fund offered by the Distributor. Shares
      of any money market fund purchased without a sales charge may be
      exchanged for shares of Oppenheimer funds offered with a sales charge
      upon payment of the sales charge. They may also be used to purchase
      shares of Oppenheimer funds subject to an early withdrawal charge or
      contingent deferred sales charge.
o     Shares of Oppenheimer Money Market Fund, Inc. purchased with the
      redemption proceeds of shares of other mutual funds (other than funds
      managed by the Manager or its subsidiaries) redeemed within the 30 days
      prior to that purchase may subsequently be exchanged for shares of
      other Oppenheimer funds without being subject to an initial sales
      charge or contingent deferred sales charge. To qualify for that
      privilege, the investor or the investor's dealer must notify the
      Distributor of eligibility for this privilege at the time the shares of
      Oppenheimer Money Market Fund, Inc. are purchased. If requested, they
      must supply proof of entitlement to this privilege.
o     Shares of the Fund acquired by reinvestment of dividends or
      distributions from any of the other Oppenheimer funds or from any unit
      investment trust for which reinvestment arrangements have been made
      with the Distributor may be exchanged at net asset value for shares of
      any of the Oppenheimer funds.
      The Fund may amend, suspend or terminate the exchange privilege at any
time. Although the Fund may impose these changes at any time, it will provide
you with notice of those changes whenever it is required to do so by
applicable law. It may be required to provide 60 days' notice prior to
materially amending or terminating the exchange privilege. That 60 day notice
is not required in extraordinary circumstances.

      |X|   How Exchanges Affect Contingent Deferred Sales Charges. No
contingent deferred sales charge is imposed on exchanges of shares of any
class purchased subject to a contingent deferred sales charge, with the
following exceptions:

o     When Class A shares of any Oppenheimer fund (other than Rochester
National Municipals and Rochester Fund Municipals) acquired by exchange of
Class A shares of any Oppenheimer fund purchased subject to a Class A
contingent deferred sales charge are redeemed within 18 months measured from
the beginning of the calendar month of the initial purchase of the exchanged
Class A shares, the Class A contingent deferred sales charge is imposed on
the redeemed shares.

o     When Class A shares of Rochester National Municipals and Rochester Fund
Municipals acquired by exchange of Class A shares of any Oppenheimer fund
purchased subject to a Class A contingent deferred sales charge are redeemed
within 24 months of the beginning of the calendar month of the initial
purchase of the exchanged Class A shares, the Class A contingent deferred
sales charge is imposed on the redeemed shares.

o     If any Class A shares of another Oppenheimer fund that are exchanged
for Class A shares of Oppenheimer Senior Floating Rate Fund are subject to
the Class A contingent deferred sales charge of the other Oppenheimer fund at
the time of exchange, the holding period for that Class A contingent deferred
sales charge will carry over to the Class A shares of Oppenheimer Senior
Floating Rate Fund acquired in the exchange. The Class A shares of
Oppenheimer Senior Floating Rate Fund acquired in that exchange will be
subject to the Class A Early Withdrawal Charge of Oppenheimer Senior Floating
Rate Fund if they are repurchased before the expiration of the holding period.

o     When Class A shares of Oppenheimer Cash Reserves and Oppenheimer Money
Market Fund, Inc. acquired by exchange of Class A shares of any Oppenheimer
fund purchased subject to a Class A contingent deferred sales charge are
redeemed within the Class A holding period of the fund from which the shares
were exchanged, the Class A contingent deferred sales charge of the fund from
which the shares were exchanged is imposed on the redeemed shares.

o     With respect to Class B shares, the Class B contingent deferred sales
charge is imposed on Class B shares acquired by exchange if they are redeemed
within six years of the initial purchase of the exchanged Class B shares.

o     With respect to Class C shares, the Class C contingent deferred sales
charge is imposed on Class C shares acquired by exchange if they are redeemed
within 12 months of the initial purchase of the exchanged Class C shares.

o     With respect to Class N shares, a 1% contingent deferred sales charge
will be imposed if the retirement plan (not including IRAs and 403(b) plans)
is terminated or Class N shares of all Oppenheimer funds are terminated as an
investment option of the plan and Class N shares are redeemed within 18
months after the plan's first purchase of Class N shares of any Oppenheimer
fund or with respect to an individual retirement plan or 403(b) plan, Class N
shares are redeemed within 18 months of the plan's first purchase of Class N
shares of any Oppenheimer fund.

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

      Shareholders owning shares of more than one class must specify which
class of shares they wish to exchange.

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

      |X|   Telephone Exchange Requests. When exchanging shares by telephone,
a shareholder must have an existing account in the fund to which the exchange
is to be made. Otherwise, the investors must obtain a prospectus of that fund
before the exchange request may be submitted. If all telephone lines are busy
(which might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.

Processing Exchange Requests. Shares to be exchanged are redeemed on the
regular business day the Transfer Agent receives an exchange request in
proper form (the "Redemption Date").  Normally, shares of the fund to be
acquired are purchased on the Redemption Date, but such purchases may be
delayed by either fund up to five business days if it determines that it
would be disadvantaged by an immediate transfer of the redemption proceeds.
The Fund reserves the right, in its discretion, to refuse any exchange
request that may disadvantage it. For example, if the receipt of multiple
exchange requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the Fund,
the Fund may refuse the request.

      When you exchange some or all of your shares from one fund to another,
any special account feature such as an Asset Builder Plan or Automatic
Withdrawal Plan, will be switched to the new fund account unless you tell the
Transfer Agent not to do so.  However, special redemption and exchange
features such as Automatic Exchange Plans and Automatic Withdrawal Plans
cannot be switched to an account in Oppenheimer Senior Floating Rate Fund.

      In connection with any exchange request, the number of shares exchanged
may be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or this
Statement of Additional Information, or would include shares covered by a
share certificate that is not tendered with the request.  In those cases,
only the shares available for exchange without restriction will be exchanged.

      The different Oppenheimer funds available for exchange have different
investment objectives, policies and risks. A shareholder should assure that
the fund selected is appropriate for his or her investment and should be
aware of the tax consequences of an exchange.  For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of one
fund and a purchase of shares of another.  "Reinvestment Privilege," above,
discusses some of the tax consequences of reinvestment of redemption proceeds
in such cases.  The Fund, the Distributor, and the Transfer Agent are unable
to provide investment, tax or legal advice to a shareholder in connection
with an exchange request or any other investment transaction.

Dividends, Capital Gains and Taxes

Dividends and Distributions. The Fund has no fixed dividend rate and there
can be no assurance as to the payment of any dividends or the realization of
any capital gains. The dividends and distributions paid by a class of shares
will vary from time to time depending on market conditions, the composition
of the Fund's portfolio, and expenses borne by the Fund or borne separately
by a class. Dividends are calculated in the same manner, at the same time,
and on the same day for each class of shares. However, dividends on Class B,
Class C and Class N shares are expected to be lower than dividends on Class A
and Class Y shares. That is because of the effect of the asset-based sales
charge on Class B, Class C and Class N shares. Those dividends will also
differ in amount as a consequence of any difference in the net asset values
of the different classes of shares.

      Dividends, distributions and proceeds of the redemption of Fund shares
represented by
checks returned to the Transfer Agent by the Postal Service as undeliverable
will be invested in shares of Oppenheimer Money Market Fund, Inc.
Reinvestment will be made as promptly as possible after the return of such
checks to the Transfer Agent, to enable the investor to earn a return on
otherwise idle funds. Unclaimed accounts may be subject to state escheatment
laws, and the Fund and the Transfer Agent will not be liable to shareholders
or their representatives for compliance with those laws in good faith.

Tax Status of the Fund's Dividends, Distributions and Redemptions of Shares.
The federal tax treatment of the Fund's dividends and capital gains
distributions is briefly highlighted in the Prospectus. The following is only
a summary of certain additional tax considerations generally affecting the
Fund and its shareholders.

      The tax discussion in the Prospectus and this Statement of Additional
Information is based on tax law in effect on the date of the Prospectus and
this Statement of Additional Information. Those laws and regulations may be
changed by legislative, judicial, or administrative action, sometimes with
retroactive effect. State and local tax treatment of ordinary income
dividends and capital gain dividends from regulated investment companies may
differ from the treatment under the Internal Revenue Code described below.
Potential purchasers of shares of the Fund are urged to consult their tax
advisers with specific reference to their own tax circumstances as well as
the consequences of federal, state and local tax rules affecting an
investment in the Fund.

Qualification as a Regulated Investment Company.  The Fund has elected to be
taxed as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended.  As a regulated investment company, the
Fund is not subject to federal income tax on the portion of its net
investment income (that is, taxable interest, dividends, and other taxable

ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses)
that it distributes to shareholders. That qualification enables the Fund to
"pass through" its income and realized capital gains to shareholders without
having to pay tax on them. This avoids a "double tax" on that income and
capital gains, since shareholders normally will be taxed on the dividends and
capital gains they receive from the Fund (unless their Fund shares are held
in a retirement account or the shareholder is otherwise exempt from tax).

      The Internal Revenue Code contains a number of complex tests relating
to qualification that the Fund might not meet in a particular year. If it did
not qualify as a regulated investment company, the Fund would be treated for
tax purposes as an ordinary corporation and would receive no tax deduction
for payments made to shareholders.

      To qualify as a regulated investment company, the Fund must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Fund must also satisfy
certain other requirements of the Internal Revenue Code, some of which are
described below.  Distributions by the Fund made during the taxable year or,
under specified circumstances, within 12 months after the close of the
taxable year, will be considered distributions of income and gains for the
taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

      To qualify as a regulated investment company, the Fund must derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies (to the extent such currency gains
are directly related to the regulated investment company's principal business
of investing in stock or securities) and certain other income.

      In addition to satisfying the requirements described above, the Fund
must satisfy an asset diversification test in order to qualify as a regulated
investment company.  Under that test, at the close of each quarter of the
Fund's taxable year, at least 50% of the value of the Fund's assets must
consist of cash and cash items (including receivables), U.S. government
securities, securities of other regulated investment companies, and
securities of other issuers. As to each of those issuers, the Fund must not
have invested more than 5% of the value of the Fund's total assets in
securities of each such issuer and the Fund must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of
the value of its total assets may be invested in the securities of any one
issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses.
For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S.
government securities.

Excise Tax on Regulated Investment Companies. Under the Internal Revenue
Code, by December 31 each year, the Fund must distribute 98% of its taxable
investment income earned from January 1 through December 31 of that year and
98% of its capital gains realized in the period from November 1 of the prior
year through October 31 of the current year. If it does not, the Fund must
pay an excise tax on the amounts not distributed. It is presently anticipated
that the Fund will meet those requirements. To meet this requirement, in
certain circumstances the Fund might be required to liquidate portfolio
investments to make sufficient distributions to avoid excise tax liability.
However, the Board of Directors and the Manager might determine in a

particular year that it would be in the best interests of shareholders for
the Fund not to make such distributions at the required levels and to pay the
excise tax on the undistributed amounts. That would reduce the amount of
income or capital gains available for distribution to shareholders.

Taxation   of  Fund   Distributions.   The   Fund   anticipates   distributing
substantially  all of its investment  company  taxable income for each taxable
year. Those  distributions  will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes.

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

      The Fund may either retain or distribute to shareholders its net
capital gain for each taxable year.  The Fund currently intends to distribute
any such amounts.  If net long term capital gains are distributed and
designated as a capital gain distribution, it will be taxable to shareholders
as a long-term capital gain and will be properly identified in reports sent
to shareholders in January of each year. Such treatment will apply no matter
how long the shareholder has held his or her shares or whether that gain was
recognized by the Fund before the shareholder acquired his or her shares.

      If the Fund elects to retain its net capital gain, the Fund will be
subject to tax on it at the 35% corporate tax rate.  If the Fund elects to
retain its net capital gain, the Fund will provide to  shareholders of record
on the last day of its taxable year information regarding their pro rata
share of the gain and tax paid. As a result, each shareholder will be
required to report his or her pro rata share of such gain on their tax return
as long-term capital gain, will receive a refundable tax credit for his/her
pro rata share of tax paid by the Fund on the gain, and will increase the tax
basis for his/her shares by an amount equal to the deemed distribution less
the tax credit.

      Investment income that may be received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source.
The United States has entered into tax treaties with many foreign countries
which entitle the Fund to a reduced rate of, or exemption from, taxes on such
income.

      Distributions by the Fund that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of
capital to the extent of the shareholder's tax basis in their shares. Any
excess will be treated as gain from the sale of those shares, as discussed
below. Shareholders will be advised annually as to the U.S. federal income
tax consequences of distributions made (or deemed made) during the year. If
prior distributions made by the Fund must be re-characterized as a
non-taxable return of capital at the end of the fiscal year as a result of
the effect of the Fund's investment policies, they will be identified as such
in notices sent to shareholders.


      Distributions by the Fund will be treated in the manner described above
regardless of whether the distributions are paid in cash or reinvested in
additional shares of the Fund (or of another fund).  Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date.

      The Fund will be required in certain cases to withhold 30% (29% for
payments after December 31, 2003) of ordinary income dividends, capital gains
distributions and the proceeds of the redemption of shares, paid to any
shareholder (1) who has failed to provide a correct taxpayer identification
                                            -------
number or to properly certify that number when required, (2) who is subject
to backup withholding for failure to report the receipt of interest or
dividend income properly, or (3) who has failed to certify to the Fund that
the shareholder is not subject to backup withholding or is an "exempt
recipient" (such as a corporation). All income and any tax withheld by the
Fund is remitted by the Fund to the U.S. Treasury and is identified in
reports mailed to shareholders in January of each year.

Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares.  All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the Fund within 30
days before or after the redemption.

      In general, any gain or loss arising from the redemption of shares of
the Fund will be considered capital gain or loss, if the shares were held as
a capital asset. It will be long-term capital gain or loss if the shares were
held for more than one year.  However, any capital loss arising from the
redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of the amount of capital gain dividends
received on those shares. Special holding period rules under the Internal
Revenue Code apply in this case to determine the holding period of shares and
there are limits on the deductibility of capital losses in any year.

Foreign Shareholders.  Under U.S. tax law, taxation of a shareholder who is a
foreign person (to include, but not limited to, a nonresident alien
individual, a foreign trust, a foreign estate, a foreign corporation, or a
foreign partnership) primarily depends on whether the foreign person's income
from the Fund is effectively connected with the conduct of a U.S. trade or
business. Typically, ordinary income dividends paid from a mutual fund are
not considered "effectively connected" income.

      Ordinary income dividends that are paid by the Fund (and are deemed not
"effectively connected income") to foreign persons will be subject to a U.S.
tax withheld by the Fund at a rate of 30%, provided the Fund obtains a
properly completed and signed Certificate of Foreign Status. The tax rate may
be reduced if the foreign person's country of residence has a tax treaty with
the U.S. allowing for a reduced tax rate on ordinary income dividends paid by
the Fund. All income and any tax withheld by the Fund is remitted by the Fund
to the U.S. Treasury and is identified in reports mailed to shareholders in
March of each year.

      If the ordinary income dividends from the Fund are effectively
                                                     ---
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status.
      If the foreign person fails to provide a certification of his/her
foreign status, the Fund will be required to withhold U.S. tax at a rate of
30% (29% for payments after December 31, 2003) on ordinary income dividends,
capital gains distributions and the proceeds of the redemption of shares,
paid to any foreign person. All income and any tax withheld (in this
situation) by the Fund is remitted by the Fund to the U.S. Treasury and is
identified in reports mailed to shareholders in January of each year.

      The tax consequences to foreign persons entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisors or the U.S.
Internal Revenue Service with respect to the particular tax consequences to
them of an investment in the Fund, including the applicability of the U.S.
withholding taxes described above.

Dividend Reinvestment in Another Fund.  Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the
same class of any of the other Oppenheimer funds listed above. Reinvestment
will be made without sales charge at the net asset value per share in effect
at the close of business on the payable date of the dividend or distribution.
To elect this option, the shareholder must notify the Transfer Agent in
writing and must have an existing account in the fund selected for
reinvestment. Otherwise the shareholder first must obtain a prospectus for
that fund and an application from the Distributor to establish an account.
Dividends and/or distributions from shares of certain other Oppenheimer funds
(other than Oppenheimer Cash Reserves) may be invested in shares of this Fund
on the same basis.

Additional Information About the Fund

The Distributor.  The Fund's shares are sold through dealers, brokers and
other financial institutions that have a sales agreement with
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as
the Fund's Distributor.  The Distributor also distributes shares of the other
Oppenheimer funds and is sub-distributor for funds managed by a subsidiary of
the Manager.

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is
a division of the Manager. It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders. It also handles shareholder
servicing and administrative functions. . It serves as the Transfer Agent for
an annual per account fee. It also acts as shareholder servicing agent for
the other Oppenheimer funds. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free numbers shown on
the back cover.

The Custodian.  Citibank, N.A. is the custodian of the Fund's assets.  The
custodian's responsibilities include safeguarding and controlling the Fund's
portfolio securities and handling the delivery of such securities to and from
the Fund.  It is the practice of the Fund to deal with the custodian in a
manner uninfluenced by any banking relationship the custodian may have with
the Manager and its affiliates.  The Fund's cash balances with the custodian
in excess of $100,000 are not protected by federal deposit insurance.  Those
uninsured balances at times may be substantial.


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


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


--------------------------------------------------------------------------------
 TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
 OPPENHEIMER MAIN STREET GROWTH & INCOME FUND:

 We have audited the accompanying statement of assets and liabilities of
 Oppenheimer Main Street Growth & Income Fund, a series of Oppenheimer Main
 Street Funds, Inc., including the statement of investments, as of August 31,
 2002, and the related statement of operations for the year then ended, the
 statements of changes in net assets for each of the two years in the period
 then ended, and the financial highlights for the periods indicated. These
 financial statements and financial highlights are the responsibility of the
 Fund's management. Our responsibility is to express an opinion on these
 financial statements and financial highlights based on our audits.

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

    In our opinion, the financial statements and financial highlights referred
 to above present fairly, in all material respects, the financial position of
 Oppenheimer Main Street Growth & Income Fund, a series of Oppenheimer Main
 Street Funds, Inc., as of August 31, 2002, the results of its operations for
 the year then ended, the changes in its net assets for each of the two years
in
 the period then ended, and the financial highlights for the periods
indicated,
 in conformity with accounting principles generally accepted in the United
 States of America.

 DELOITTE & TOUCHE LLP

 Denver, Colorado
 September 23, 2002



STATEMENT OF INVESTMENTS  August 31, 2002
--------------------------------------------------------------------------------

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 COMMON STOCKS--98.0%
--------------------------------------------------------------------------------
 CONSUMER DISCRETIONARY--15.8%
--------------------------------------------------------------------------------
 AUTO COMPONENTS--0.8%
 Aftermarket Technology
 Corp.(1)                                              185,000  $   2,869,350
--------------------------------------------------------------------------------
 American Axle &
 Manufacturing
 Holdings, Inc.(1)                                      97,800      2,909,550
--------------------------------------------------------------------------------
 ArvinMeritor, Inc.                                    168,200      3,934,198
--------------------------------------------------------------------------------
 Borg-Warner
 Automotive, Inc.                                      165,500      9,969,720
--------------------------------------------------------------------------------
 Cooper Tire &
 Rubber Co.                                            171,500      3,580,920
--------------------------------------------------------------------------------
 Dana Corp.                                            551,200      9,337,328
--------------------------------------------------------------------------------
 Delphi Corp.                                        1,242,300     12,112,425
--------------------------------------------------------------------------------
 Goodyear Tire &
 Rubber Co.                                            427,300      5,777,096
--------------------------------------------------------------------------------
 Johnson
 Controls, Inc.                                         38,000      3,279,020
--------------------------------------------------------------------------------
 Lear Corp.(1)                                         547,600     25,518,160
--------------------------------------------------------------------------------
 Superior Industries
 International, Inc.                                    79,200      3,807,936
--------------------------------------------------------------------------------
 Tower
 Automotive, Inc.(1)                                   122,500        976,325
                                                               --------------
                                                                   84,072,028

--------------------------------------------------------------------------------
 AUTOMOBILES--1.2%
 Ford Motor Co.                                      4,885,226     57,499,110
--------------------------------------------------------------------------------
 General
 Motors Corp.                                        1,528,100     73,134,866
--------------------------------------------------------------------------------
 Harley-Davidson,
 Inc.                                                  146,200      7,197,426
--------------------------------------------------------------------------------
 Winnebago
 Industries, Inc.                                       37,100      1,416,849
                                                               --------------
                                                                  139,248,251

--------------------------------------------------------------------------------
 HOTELS, RESTAURANTS & LEISURE--1.7%
 AFC
 Enterprises, Inc.(1)                                    7,300        165,053
--------------------------------------------------------------------------------
 Alliance Gaming
 Corp.(1)                                               12,700        193,040
--------------------------------------------------------------------------------
 Applebee's
 International, Inc.                                   225,825      5,015,573
--------------------------------------------------------------------------------
 Boyd Gaming
 Corp.(1)                                               21,800        355,340
--------------------------------------------------------------------------------
 Brinker
 International, Inc.(1)                                887,900     24,612,588

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

 HOTELS, RESTAURANTS & LEISURE Continued
 CEC Entertainment,
 Inc.(1)                                               196,100  $  7,161,572
--------------------------------------------------------------------------------
 Choice Hotels
 International, Inc.(1)                                 39,400       913,686
--------------------------------------------------------------------------------
 Darden
 Restaurants, Inc.                                   1,069,800    27,418,974
--------------------------------------------------------------------------------
 GTech Holdings
 Corp.(1)                                              471,700     9,033,055
--------------------------------------------------------------------------------
 Harrah's
 Entertainment, Inc.(1)                                114,000     5,419,560
--------------------------------------------------------------------------------
 Hilton Hotels Corp.                                   249,700     2,874,047
--------------------------------------------------------------------------------
 Mandalay
 Resort Group(1)                                        50,200     1,511,020
--------------------------------------------------------------------------------
 Marriott International,
 Inc., Cl. A                                           116,700     3,819,591
--------------------------------------------------------------------------------
 McDonald's Corp.                                    2,094,700    49,770,072
--------------------------------------------------------------------------------
 MGM Mirage, Inc.(1)                                   213,100     7,562,919
--------------------------------------------------------------------------------
 P.F. Chang's
 China Bistro, Inc.(1)                                  98,000     3,100,720
--------------------------------------------------------------------------------
 Panera Bread
 Co., Cl. A(1)                                         173,000     4,906,280
--------------------------------------------------------------------------------
 Papa John's
 International, Inc.(1)                                 36,700     1,109,808
--------------------------------------------------------------------------------
 Park Place
 Entertainment Corp.(1)                                  379,200    3,545,520
--------------------------------------------------------------------------------
 Rare Hospitality
 International, Inc.(1)                                 12,600       328,986
--------------------------------------------------------------------------------
 Royal Caribbean
 Cruises Ltd.                                          111,200     1,968,240
--------------------------------------------------------------------------------
 Ruby Tuesday, Inc.                                    552,900    11,024,826
--------------------------------------------------------------------------------
 Ryan's Family
 Steak Houses, Inc.(1)                                 169,050     2,015,076
--------------------------------------------------------------------------------
 Starbucks Corp.(1)                                    448,700     9,018,870
--------------------------------------------------------------------------------
 Wendy's
 International, Inc.                                   337,300    12,044,983
                                                               -------------
                                                                 194,889,399

--------------------------------------------------------------------------------
 HOUSEHOLD DURABLES--2.5%
 American Greetings
 Corp., Cl. A                                          484,600     8,092,820
--------------------------------------------------------------------------------
 Beazer Homes
 USA, Inc.(1)                                          108,800     6,982,784
--------------------------------------------------------------------------------
 Black & Decker
 Corp.                                                  72,600     3,257,562
--------------------------------------------------------------------------------
 Centex Corp.                                          405,500    20,473,695
--------------------------------------------------------------------------------





13 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




STATEMENT OF INVESTMENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 HOUSEHOLD DURABLES Continued
 Cooper Industries
 Ltd., Cl. A                                           600,500  $ 19,648,360
--------------------------------------------------------------------------------
 Fortune
 Brands, Inc.                                          379,300    19,901,871
--------------------------------------------------------------------------------
 Hovnanian Enterprises,
 Inc., Cl. A(1)                                        173,600     5,402,432
--------------------------------------------------------------------------------
 KB Home                                               653,400    31,330,530
--------------------------------------------------------------------------------
 La-Z-Boy, Inc.                                          8,600       212,850
--------------------------------------------------------------------------------
 Lennar Corp.                                          541,000    28,564,800
--------------------------------------------------------------------------------
 M.D.C.
 Holdings, Inc.                                         30,300     1,218,060
--------------------------------------------------------------------------------
 Maytag Corp.                                          329,200    10,745,088
--------------------------------------------------------------------------------
 Meritage Corp.(1)                                      62,900     2,259,368
--------------------------------------------------------------------------------
 NVR, Inc.(1)                                           89,200    26,447,800
--------------------------------------------------------------------------------
 Pulte Homes, Inc.                                     414,815    19,803,268
--------------------------------------------------------------------------------
 Ryland Group,
 Inc. (The)                                            671,000    28,618,150
--------------------------------------------------------------------------------
 Snap-On, Inc.                                           8,100       228,906
--------------------------------------------------------------------------------
 Standard Pacific
 Corp.                                                 110,500     2,911,675
--------------------------------------------------------------------------------
 Toll Brothers, Inc.(1)                                831,600    20,790,000
--------------------------------------------------------------------------------
 Whirlpool Corp.                                       484,000    26,770,040
                                                               -------------
                                                                 283,660,059

--------------------------------------------------------------------------------
 LEISURE EQUIPMENT & PRODUCTS--0.8%
 Action Performance
 Cos., Inc.(1)                                         184,100     5,959,317
--------------------------------------------------------------------------------
 Brunswick Corp.                                       627,200    15,335,040
--------------------------------------------------------------------------------
 Eastman Kodak Co.                                   1,411,200    43,098,048
--------------------------------------------------------------------------------
 Hasbro, Inc.                                          791,200    10,404,280
--------------------------------------------------------------------------------
 Mattel, Inc.                                          355,600     6,909,308
--------------------------------------------------------------------------------
 Nautilus Group,
 Inc. (The)(1)                                         233,500     7,404,285
--------------------------------------------------------------------------------
 Polaris
 Industries, Inc.                                       62,100     4,555,035
                                                               -------------
                                                                  93,665,313

--------------------------------------------------------------------------------
 MEDIA--1.0%
 AOL Time
 Warner, Inc.(1)                                     1,365,027    17,267,592
--------------------------------------------------------------------------------
 Belo Corp., Cl. A                                      51,600     1,184,220
--------------------------------------------------------------------------------
 Gannett Co., Inc.                                     682,800    51,865,488
--------------------------------------------------------------------------------
 Harte-Hanks, Inc.                                     202,650     4,164,457
--------------------------------------------------------------------------------
 Havas, ADR                                            104,555       496,636

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

 MEDIA Continued
 Knight-Ridder, Inc.                                   138,300  $  8,398,959
--------------------------------------------------------------------------------
 Liberty Media
 Corp., Cl. A(1)                                       436,700     3,650,812
--------------------------------------------------------------------------------
 Marvel
 Enterprises, Inc.(1)                                   83,400       421,170
--------------------------------------------------------------------------------
 R.H. Donnelley
 Corp.(1)                                              106,100     2,637,646
--------------------------------------------------------------------------------
 Readers Digest
 Assn., Inc. (The),
 Cl. A, Non-Vtg.                                        30,500       520,940
--------------------------------------------------------------------------------
 Tribune Co.                                            91,800     3,828,978
--------------------------------------------------------------------------------
 Viacom, Inc., Cl. B(1)                                  548,248    22,313,694
                                                               -------------
                                                                 116,750,592

--------------------------------------------------------------------------------
 MULTILINE RETAIL--3.9%
 BJ's Wholesale
 Club, Inc.(1)                                         144,100     3,537,655
--------------------------------------------------------------------------------
 Costco Wholesale
 Corp.(1)                                              741,100    24,760,151
--------------------------------------------------------------------------------
 Dillard's, Inc., Cl. A                                379,700     9,325,432
--------------------------------------------------------------------------------
 Federated Department
 Stores, Inc.(1)                                       897,400    32,216,660
--------------------------------------------------------------------------------
 Kohl's Corp.(1)                                       116,500     8,122,380
--------------------------------------------------------------------------------
 May Department
 Stores Co.                                            360,800    10,582,264
--------------------------------------------------------------------------------
 Nordstrom, Inc.                                       141,100     2,727,463
--------------------------------------------------------------------------------
 Penney (J.C.) Co.,
 Inc. (Holding Co.)                                  1,228,600    21,328,496
--------------------------------------------------------------------------------
 Sears Roebuck
 & Co.                                               1,182,500    53,815,575
--------------------------------------------------------------------------------
 Shopko Stores, Inc.(1)                                103,100     1,480,516
--------------------------------------------------------------------------------
 Target Corp.                                          422,600    14,452,920
--------------------------------------------------------------------------------
 Wal-Mart
 Stores, Inc.                                        4,994,400   267,100,512
                                                               -------------
                                                                 449,450,024

--------------------------------------------------------------------------------
 SPECIALTY RETAIL--3.3%
 AnnTaylor
 Stores Corp.(1)                                       390,500    10,426,350
--------------------------------------------------------------------------------
 AutoNation, Inc.(1)                                   668,600     8,825,520
--------------------------------------------------------------------------------
 Blockbuster,
 Inc., Cl. A                                           253,000     5,755,750
--------------------------------------------------------------------------------
 Borders
 Group, Inc.(1)                                        155,800     2,938,388
--------------------------------------------------------------------------------
 Christopher
 & Banks Corp.(1)                                      272,500     7,929,750

14 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 SPECIALTY RETAIL Continued
 Circuit City Stores, Inc./
 Circuit City Group                                    180,000  $  2,509,200
--------------------------------------------------------------------------------
 Deb Shops, Inc.                                        10,000       278,100
--------------------------------------------------------------------------------
 Electronics Boutique
 Holdings Corp.(1)                                     120,600     3,467,250
--------------------------------------------------------------------------------
 Foot Locker, Inc.(1)                                  343,900     3,267,050
--------------------------------------------------------------------------------
 Gap, Inc. (The)                                     1,906,000    22,357,380
--------------------------------------------------------------------------------
 Group 1
 Automotive, Inc.(1)                                    39,700     1,083,810
--------------------------------------------------------------------------------
 Hollywood
 Entertainment Corp.(1)                                 25,600       345,600
--------------------------------------------------------------------------------
 Home Depot, Inc.                                    3,210,000   105,705,300
--------------------------------------------------------------------------------
 Hot Topic, Inc.(1)                                    296,350     5,156,490
--------------------------------------------------------------------------------
 Hughes Supply, Inc.                                    67,600     1,942,148
--------------------------------------------------------------------------------
 Limited Brands, Inc.                                1,951,190    29,833,695
--------------------------------------------------------------------------------
 Lowe's Cos., Inc.                                     685,700    28,374,266
--------------------------------------------------------------------------------
 Men's Wearhouse,
 Inc. (The)(1)                                          19,100       360,990
--------------------------------------------------------------------------------
 Movie Gallery, Inc.(1)                                 56,900       789,772
--------------------------------------------------------------------------------
 Office Depot, Inc.(1)                               1,175,900    15,192,628
--------------------------------------------------------------------------------
 Pacific Sunwear
 of California, Inc.(1)                                 66,500     1,446,375
--------------------------------------------------------------------------------
 Pep Boys-Manny,
 Moe & Jack                                            125,200     1,777,840
--------------------------------------------------------------------------------
 Pier 1 Imports, Inc.                                  265,000     4,743,500
--------------------------------------------------------------------------------
 RadioShack Corp.                                      147,300     3,209,667
--------------------------------------------------------------------------------
 Ross Stores, Inc.                                     687,600    24,829,236
--------------------------------------------------------------------------------
 Sherwin-
 Williams Co.                                           30,900       834,300
--------------------------------------------------------------------------------
 Staples, Inc.(1)                                      677,700     9,420,030
--------------------------------------------------------------------------------
 Talbots, Inc. (The)                                   305,300     9,516,201
--------------------------------------------------------------------------------
 TJX Cos., Inc. (The)                                2,881,200    56,990,136
--------------------------------------------------------------------------------
 Too, Inc.(1)                                          293,674     6,933,643
--------------------------------------------------------------------------------
 United Auto
 Group, Inc.(1)                                         41,100       653,901
                                                               -------------
                                                                 376,894,266

--------------------------------------------------------------------------------
 TEXTILES & APPAREL--0.6%
 Coach, Inc.(1)                                        152,596     3,758,440
--------------------------------------------------------------------------------
 Kellwood Co.                                           63,500     1,582,420
--------------------------------------------------------------------------------
 Liz Claiborne, Inc.                                   623,300    17,589,526
--------------------------------------------------------------------------------
 Nike, Inc., Cl. B                                     905,600    39,103,808
--------------------------------------------------------------------------------
 Quicksilver, Inc.(1)                                   18,600       416,826

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 TEXTILES & APPAREL Continued
 Reebok
 International Ltd.(1)                                  26,800  $    655,528
--------------------------------------------------------------------------------
 Tommy Hilfiger
 Corp.(1)                                              139,300     1,671,600
--------------------------------------------------------------------------------
 VF Corp.                                               85,400     3,468,094
                                                               -------------
                                                                  68,246,242

--------------------------------------------------------------------------------
 CONSUMER STAPLES--11.4%
--------------------------------------------------------------------------------
 BEVERAGES--2.3%
 Adolph Coors
 Co., Cl. B                                            186,900    11,223,345
--------------------------------------------------------------------------------
 Anheuser-Busch
 Cos., Inc.                                          1,586,900    84,359,604
--------------------------------------------------------------------------------
 Coca-Cola Co.
 (The)                                               2,933,900   149,628,900
--------------------------------------------------------------------------------
 PepsiCo, Inc.                                         489,430    19,356,957
                                                               -------------
                                                                 264,568,806

--------------------------------------------------------------------------------
 FOOD & DRUG RETAILING--1.5%
 Albertson's, Inc.                                   2,048,600    52,689,992
--------------------------------------------------------------------------------
 CVS Corp.                                      `    1,120,300    32,925,617
--------------------------------------------------------------------------------
 Kroger Co. (The)(1)                                 2,103,300    38,027,664
--------------------------------------------------------------------------------
 Safeway, Inc.(1)                                      587,200    15,161,504
--------------------------------------------------------------------------------
 SUPERVALU, Inc.                                       228,100     4,737,637
--------------------------------------------------------------------------------
 Walgreen Co.                                          886,600    30,809,350
                                                               -------------
                                                                 174,351,764

--------------------------------------------------------------------------------
 FOOD PRODUCTS--3.1%
 Archer-Daniels-
 Midland Co.                                         1,029,575    12,550,519
--------------------------------------------------------------------------------
 Campbell Soup Co.                                   1,579,000    36,553,850
--------------------------------------------------------------------------------
 ConAgra Foods, Inc.                                 2,296,200    60,367,098
--------------------------------------------------------------------------------
 Dean Foods Co.(1)                                     151,700     5,741,845
--------------------------------------------------------------------------------
 Dole Food Co., Inc.                                   128,400     3,492,480
--------------------------------------------------------------------------------
 Fresh Del Monte
 Produce, Inc.                                          72,100     1,957,515
--------------------------------------------------------------------------------
 Hershey Foods
 Corp.                                                 399,600    30,269,700
--------------------------------------------------------------------------------
 Interstate
 Bakeries Corp.                                        123,700     3,012,095
--------------------------------------------------------------------------------
 Kellogg Co.                                           624,100    20,071,056
--------------------------------------------------------------------------------
 Kraft Foods, Inc.,
 Cl. A                                               2,583,800   102,757,726
--------------------------------------------------------------------------------
 Ralcorp
 Holdings, Inc.(1)                                       4,800       113,856


15 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



--------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 FOOD PRODUCTS Continued
 Sara Lee Corp.                                      1,533,681  $ 28,281,078
--------------------------------------------------------------------------------
 Sensient
 Technologies Corp.                                     57,900     1,295,223
--------------------------------------------------------------------------------
 Smucker Co.,
 J.M. (The)                                             29,124     1,058,657
--------------------------------------------------------------------------------
 Tyson Foods,
 Inc., Cl. A                                           436,200     5,417,604
--------------------------------------------------------------------------------
 Wrigley, William
 Jr. Co.                                               778,300    39,623,253
                                                               -------------
                                                                 352,563,555

--------------------------------------------------------------------------------
 HOUSEHOLD PRODUCTS--1.9%
 Clorox Co. (The)                                    1,169,800    50,371,588
--------------------------------------------------------------------------------
 Colgate-
 Palmolive Co.                                         505,400    27,569,570
--------------------------------------------------------------------------------
 Dial Corp. (The)                                      347,700     7,027,017
--------------------------------------------------------------------------------
 Procter & Gamble
 Corp. (The)                                         1,456,200   129,092,130
                                                               -------------
                                                                 214,060,305

--------------------------------------------------------------------------------
 PERSONAL PRODUCTS--0.9%
 Avon Products, Inc.                                 1,226,000    59,755,240
--------------------------------------------------------------------------------
 Gillette Co.                                        1,393,100    43,924,443
--------------------------------------------------------------------------------
 Oakley, Inc.(1)                                        43,400       568,540
                                                               -------------
                                                                 104,248,223


--------------------------------------------------------------------------------
 TOBACCO--1.7%
 Philip Morris
 Cos., Inc.                                          2,985,000   149,250,000
--------------------------------------------------------------------------------
 R.J. Reynolds
 Tobacco
 Holdings, Inc.                                        775,400    45,624,536
--------------------------------------------------------------------------------
 Universal Corp.                                        51,100     1,959,685
                                                               -------------
                                                                 196,834,221

--------------------------------------------------------------------------------
 ENERGY--8.0%
--------------------------------------------------------------------------------
 ENERGY EQUIPMENT & SERVICES--0.0%
 Helmerich
 & Payne, Inc.                                          76,600     2,792,836
--------------------------------------------------------------------------------
 OIL & GAS--8.0%
 Amerada
 Hess Corp.                                            201,700    14,744,270
--------------------------------------------------------------------------------
 Baytex Energy Ltd.(1)                               1,380,000     6,192,308
--------------------------------------------------------------------------------
 Brown (Tom), Inc.(1)                                1,381,800    33,577,740
--------------------------------------------------------------------------------
 Canadian 88
 Energy Corp.(1),(2)                                 6,539,500    10,060,769

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

 OIL & GAS Continued
 Canadian Natural
 Resources Ltd.                                      1,599,586  $ 53,011,921
--------------------------------------------------------------------------------
 Chesapeake
 Energy Corp.(1)                                       375,000     2,193,750
--------------------------------------------------------------------------------
 ChevronTexaco
 Corp.                                               1,782,404   136,585,618
--------------------------------------------------------------------------------
 Conoco, Inc.                                        1,172,400    28,782,420
--------------------------------------------------------------------------------
 Devon Energy
 Corp.                                                 341,500    16,050,500
--------------------------------------------------------------------------------
 Encana Corp.                                           48,500     1,423,288
--------------------------------------------------------------------------------
 EOG
 Resources, Inc.                                       700,600    24,408,904
--------------------------------------------------------------------------------
 Exxon Mobil Corp.                                   8,827,096   312,920,553
--------------------------------------------------------------------------------
 Frontier Oil Corp.(2)                               1,856,000    26,448,000
--------------------------------------------------------------------------------
 Kerr-McGee Corp.                                      348,500    16,327,225
--------------------------------------------------------------------------------
 Marathon
 Oil Corp.                                             936,000    23,166,000
--------------------------------------------------------------------------------
 Murphy Oil Corp.                                      381,800    32,701,170
--------------------------------------------------------------------------------
 Occidental
 Petroleum Corp.                                       994,800    29,545,560
--------------------------------------------------------------------------------
 Ocean Energy, Inc.                                    109,200     2,288,832
--------------------------------------------------------------------------------
 Phillips
 Petroleum Co.                                       1,192,460    62,699,547
--------------------------------------------------------------------------------
 Rio Alto Resources
 International, Inc.(1)                                710,050       355,025
--------------------------------------------------------------------------------
 Sunoco, Inc.                                          461,000    16,356,280
--------------------------------------------------------------------------------
 Talisman
 Energy, Inc.                                        1,200,000    49,823,077
--------------------------------------------------------------------------------
 Unocal Corp.                                          292,500     9,672,975
                                                               -------------
                                                                 909,335,732

--------------------------------------------------------------------------------
 FINANCIALS--23.2%
--------------------------------------------------------------------------------
 BANKS--8.8%
 AmSouth Bancorp                                       257,300     5,781,531
--------------------------------------------------------------------------------
 Associated
 Banc-Corp.                                             13,400       466,454
--------------------------------------------------------------------------------
 Astoria Financial
 Corp.                                                 624,300    20,901,564
--------------------------------------------------------------------------------
 Bank of
 America Corp.                                       2,701,200   189,300,096
--------------------------------------------------------------------------------
 Bank of
 Hawaii Corp.                                           26,400       762,432
--------------------------------------------------------------------------------
 Bank of
 New York Co.,
 Inc. (The)                                            170,800     6,003,620



16 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 BANKS Continued
 Bank One Corp.                                      2,192,300  $ 89,774,685
--------------------------------------------------------------------------------
 Banknorth
 Group, Inc.                                           177,700     4,634,416
--------------------------------------------------------------------------------
 Charter One
 Financial, Inc.                                        98,735     3,327,370
--------------------------------------------------------------------------------
 Comerica, Inc.                                        646,400    37,814,400
--------------------------------------------------------------------------------
 Commerce
 Bancorp, Inc.                                          91,500     4,338,015
--------------------------------------------------------------------------------
 Commercial
 Federal Corp.                                          50,000     1,275,000
--------------------------------------------------------------------------------
 Compass
 Bancshares, Inc.                                       19,300       648,287
--------------------------------------------------------------------------------
 Cullen/Frost
 Bankers, Inc.                                          13,500       504,900
--------------------------------------------------------------------------------
 Downey
 Financial Corp.                                        21,100       873,962
--------------------------------------------------------------------------------
 First Tennessee
 National Corp.                                        355,200    13,604,160
--------------------------------------------------------------------------------
 First Virginia
 Banks, Inc.                                            61,050     2,396,823
--------------------------------------------------------------------------------
 FleetBoston
 Financial Corp.                                     2,238,500    54,015,005
--------------------------------------------------------------------------------
 Golden State
 Bancorp, Inc.                                       1,169,200    40,337,400
--------------------------------------------------------------------------------
 Golden West
 Financial Corp.                                       761,400    51,767,586
--------------------------------------------------------------------------------
 Greenpoint
 Financial Corp.                                       570,400    29,090,400
--------------------------------------------------------------------------------
 Hibernia Corp.,
 Cl. A                                                 220,600     4,614,952
--------------------------------------------------------------------------------
 Huntington
 Bancshares, Inc.                                       48,100       971,139
--------------------------------------------------------------------------------
 Independence
 Community Bank
 Corp.                                                 132,000     4,101,240
--------------------------------------------------------------------------------
 Indymac Mortgage
 Holdings, Inc.(1)                                     159,500     3,636,600
--------------------------------------------------------------------------------
 KeyCorp                                             1,955,400    52,463,382
--------------------------------------------------------------------------------
 National City Corp.                                 1,488,400    46,393,428
--------------------------------------------------------------------------------
 New York
 Community
 Bancorp, Inc.                                          77,300     2,412,533
--------------------------------------------------------------------------------
 North Fork
 Bancorporation, Inc.                                  666,200    27,960,414
--------------------------------------------------------------------------------
 PNC Financial
 Services Group                                        794,800    36,632,332

                                                                  MARKET VALUE
                                                        SHARES      SEE NOTE 1
--------------------------------------------------------------------------------
 BANKS Continued
 Regions
 Financial Corp.                                        70,700  $  2,525,404
--------------------------------------------------------------------------------
 Roslyn
 Bancorp, Inc.                                          25,500       567,885
--------------------------------------------------------------------------------
 Sovereign
 Bancorp, Inc.                                         357,400     5,475,368
--------------------------------------------------------------------------------
 SunTrust Banks, Inc.                                  620,000    41,856,200
--------------------------------------------------------------------------------
 TCF Financial Corp.                                    28,100     1,365,660
--------------------------------------------------------------------------------
 U.S. Bancorp                                        3,850,270    82,742,302
--------------------------------------------------------------------------------
 UCBH
 Holdings, Inc.                                         12,800       492,032
--------------------------------------------------------------------------------
 UnionBanCal Corp.                                      66,500     2,992,500
--------------------------------------------------------------------------------
 Wachovia Corp.                                      3,164,500   116,611,825
--------------------------------------------------------------------------------
 Webster
 Financial Corp.                                        43,200     1,647,648
--------------------------------------------------------------------------------
 Wells Fargo Co.                                       259,700    13,553,743
                                                               -------------
                                                               1,006,634,693

--------------------------------------------------------------------------------
 DIVERSIFIED FINANCIALS--6.4%
 Affiliated Managers
 Group, Inc.(1)                                        113,000     5,921,200
--------------------------------------------------------------------------------
 AMBAC Financial
 Group, Inc.                                            63,000     3,623,130
--------------------------------------------------------------------------------
 American
 Express Co.                                         1,199,400    43,250,364
--------------------------------------------------------------------------------
 Bear Stearns
 Cos., Inc. (The)                                      524,200    33,512,106
--------------------------------------------------------------------------------
 Citigroup, Inc.                                     6,114,105   200,236,939
--------------------------------------------------------------------------------
 Countrywide Credit
 Industries, Inc.                                      664,100    34,858,609
--------------------------------------------------------------------------------
 Doral Financial
 Corp.                                                  74,300     3,149,577
--------------------------------------------------------------------------------
 Fannie Mae                                          1,199,100    90,867,798
--------------------------------------------------------------------------------
 Freddie Mac                                           882,200    56,549,020
--------------------------------------------------------------------------------
 Goldman Sachs
 Group, Inc. (The)                                     403,800    31,213,740
--------------------------------------------------------------------------------
 Household
 International, Inc.                                 1,134,100    40,952,351
--------------------------------------------------------------------------------
 J.P. Morgan
 Chase & Co.                                         2,784,900    73,521,360
--------------------------------------------------------------------------------
 Lehman Brothers
 Holdings, Inc.                                        330,100    18,819,001
--------------------------------------------------------------------------------
 Moody's Corp.                                         474,400    22,923,008
--------------------------------------------------------------------------------
 Morgan Stanley                                      1,143,300    48,841,776


17 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



--------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 DIVERSIFIED FINANCIALS Continued
 Neuberger
 Berman, Inc.                                            5,200  $    164,372
--------------------------------------------------------------------------------
 New Century
 Financial Corp.                                        99,000     3,043,260
--------------------------------------------------------------------------------
 SEI Investments Co.                                   181,200     5,254,800
--------------------------------------------------------------------------------
 SLM Corp.                                              23,900     2,190,435
--------------------------------------------------------------------------------
 State Street Corp.                                     78,100     3,383,292
--------------------------------------------------------------------------------
 Stilwell Financial, Inc.                              267,600     3,730,344
                                                               -------------
                                                                 726,006,482

--------------------------------------------------------------------------------
 INSURANCE--7.7%
 ACE Ltd.                                              978,300    31,119,723
--------------------------------------------------------------------------------
 AFLAC, Inc.                                           971,700    29,743,737
--------------------------------------------------------------------------------
 Allstate Corp.                                      2,034,700    75,731,534
--------------------------------------------------------------------------------
 American
 International
 Group, Inc.                                         2,186,105   137,287,394
--------------------------------------------------------------------------------
 Chubb Corp.                                           951,400    58,882,146
--------------------------------------------------------------------------------
 Cincinnati
 Financial Corp.                                        42,800     1,700,444
--------------------------------------------------------------------------------
 Fidelity National
 Financial, Inc.                                       867,611    25,984,949
--------------------------------------------------------------------------------
 Gallagher
 (Arthur J.) & Co.                                     231,700     6,710,032
--------------------------------------------------------------------------------
 Hilb, Rogal &
 Hamilton Co.                                           62,300     2,738,085
--------------------------------------------------------------------------------
 Jefferson-Pilot Corp.                                 388,900    16,380,468
--------------------------------------------------------------------------------
 John Hancock
 Financial
 Services, Inc.                                      1,555,000    47,194,250
--------------------------------------------------------------------------------
 Lincoln National
 Corp.                                                 900,400    33,359,820
--------------------------------------------------------------------------------
 Loews Corp.                                         1,118,300    58,721,933
--------------------------------------------------------------------------------
 Marsh &
 McLennan
 Cos., Inc.                                            484,600    23,575,790
--------------------------------------------------------------------------------
 MBIA, Inc.                                            399,100    18,342,636
--------------------------------------------------------------------------------
 MetLife, Inc.                                       2,660,200    71,612,584
--------------------------------------------------------------------------------
 MGIC Investment
 Corp.                                                 265,600    15,991,776
--------------------------------------------------------------------------------
 Nationwide Financial
 Services, Inc., Cl. A                                  18,000       549,000
--------------------------------------------------------------------------------
 Ohio Casualty
 Corp.(1)                                               36,500       612,470

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


 INSURANCE Continued
 Old Republic
 International Corp.                                   126,900  $  4,073,490
--------------------------------------------------------------------------------
 Phoenix Cos.,
 Inc. (The)                                            242,600     3,857,340
--------------------------------------------------------------------------------
 PMI Group,
 Inc. (The)                                            440,400    14,929,560
--------------------------------------------------------------------------------
 Progressive Corp.                                     959,700    51,583,875
--------------------------------------------------------------------------------
 Protective Life
 Corp.                                                  55,100     1,810,035
--------------------------------------------------------------------------------
 Radian Group, Inc.                                    505,400    21,964,684
--------------------------------------------------------------------------------
 RenaissanceRe
 Holdings Ltd.                                         267,700     9,342,730
--------------------------------------------------------------------------------
 Safeco Corp.                                           78,400     2,595,824
--------------------------------------------------------------------------------
 St. Paul Cos., Inc.                                 1,117,000    33,979,140
--------------------------------------------------------------------------------
 Travelers Property
 Casualty Corp.,
 Cl. A(1)                                            1,530,618    24,061,315
--------------------------------------------------------------------------------
 Travelers Property
 Casualty Corp.,
 Cl. B(1)                                              526,620     8,578,640
--------------------------------------------------------------------------------
 XL Capital Ltd.,
 Cl. A                                                 658,700    48,486,907
                                                               -------------
                                                                 881,502,311

--------------------------------------------------------------------------------
 REAL ESTATE--0.3%
 Anworth Mortgage
 Asset Corp.                                           156,700     2,162,460
--------------------------------------------------------------------------------
 Apex Mortgage
 Capital, Inc.                                          43,000       599,420
--------------------------------------------------------------------------------
 Equity Office
 Properties Trust                                      859,900    23,974,012
--------------------------------------------------------------------------------
 Equity Residential                                    213,600     5,963,712
--------------------------------------------------------------------------------
 FBR Asset
 Investment Corp.                                       34,500     1,166,100
--------------------------------------------------------------------------------
 Impac Mortgage
 Holdings, Inc.                                        102,500     1,203,350
--------------------------------------------------------------------------------
 St. Joe Co. (The)                                     147,700     4,268,530
                                                               -------------
                                                                  39,337,584

--------------------------------------------------------------------------------
 HEALTH CARE--9.5%
--------------------------------------------------------------------------------
 BIOTECHNOLOGY--0.1%
 Genentech, Inc.(1)                                    262,900     8,620,491
--------------------------------------------------------------------------------
 Techne Corp.(1)                                        51,000     1,447,992
--------------------------------------------------------------------------------
 Wyeth                                                 105,200     4,502,560
                                                               -------------
                                                                  14,571,043


18 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 HEALTH CARE EQUIPMENT & SUPPLIES--0.8%
 Advanced Medical
 Optics, Inc.(1)                                         2,744  $     24,312
--------------------------------------------------------------------------------
 Bard (C.R.), Inc.                                      63,500     3,475,990
--------------------------------------------------------------------------------
 Bausch & Lomb, Inc.                                    57,500     1,810,675
--------------------------------------------------------------------------------
 Baxter International,
 Inc.                                                1,292,100    46,890,309
--------------------------------------------------------------------------------
 Becton, Dickinson
 & Co.                                                 757,400    23,123,422
--------------------------------------------------------------------------------
 Bio-Rad
 Laboratories, Inc.,
 Cl. A(1)                                               54,000     2,265,300
--------------------------------------------------------------------------------
 Cooper Cos.,
 Inc. (The)                                             35,600     1,615,884
--------------------------------------------------------------------------------
 Diagnostic Products
 Corp.                                                  77,300     3,099,730
--------------------------------------------------------------------------------
 Hillenbrand
 Industries, Inc.                                       41,700     2,461,134
--------------------------------------------------------------------------------
 Respironics, Inc.(1)                                   25,000       847,250
                                                               -------------
                                                                  85,614,006

--------------------------------------------------------------------------------
 HEALTH CARE PROVIDERS & SERVICES--2.8%
 Aetna, Inc.                                           555,400    23,665,594
--------------------------------------------------------------------------------
 Apria Healthcare
 Group, Inc.(1)                                        244,000     5,631,520
--------------------------------------------------------------------------------
 Caremark Rx, Inc.(1)                                  787,000    12,749,400
--------------------------------------------------------------------------------
 Cigna Corp.                                           608,000    51,752,960
--------------------------------------------------------------------------------
 Covance, Inc.(1)                                      191,900     3,745,888
--------------------------------------------------------------------------------
 DaVita, Inc.(1)                                       232,100     5,138,694
--------------------------------------------------------------------------------
 HCA, Inc.                                             962,300    44,795,065
--------------------------------------------------------------------------------
 Health Net, Inc.(1)                                   401,000     9,335,280
--------------------------------------------------------------------------------
 LifePoint Hospitals,
 Inc.(1)                                                62,500     1,890,000
--------------------------------------------------------------------------------
 Manor Care, Inc.(1)                                   549,200    12,873,248
--------------------------------------------------------------------------------
 McKesson Corp.                                        467,600    15,683,304
--------------------------------------------------------------------------------
 Option Care, Inc.(1)                                   28,025       314,721
--------------------------------------------------------------------------------
 Oxford Health
 Plans, Inc.(1)                                      1,095,500    44,422,525
--------------------------------------------------------------------------------
 Patterson
 Dental Co.(1)                                          34,300     1,636,110
--------------------------------------------------------------------------------
 Pediatrix Medical
 Group, Inc.(1)                                        293,600     9,862,024
--------------------------------------------------------------------------------
 Pharmaceutical
 Product
 Development, Inc.(1)                                   44,000       980,320


                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 HEALTH CARE PROVIDERS & SERVICES Continued
 PSS World
 Medical, Inc.(1)                                       54,200   $   386,988
--------------------------------------------------------------------------------
 Schein
 (Henry), Inc.(1)                                       95,700     4,782,129
--------------------------------------------------------------------------------
 Sierra Health
 Services, Inc.(1)                                     116,600     2,252,712
--------------------------------------------------------------------------------
 Tenet Healthcare
 Corp.(1)                                            1,104,300    52,089,831
--------------------------------------------------------------------------------
 Universal Health
 Services, Inc., Cl. B(1)                              438,600    20,052,792
                                                               -------------
                                                                 324,041,105

--------------------------------------------------------------------------------
 PHARMACEUTICALS--5.8%
 Abbott Laboratories                                   256,200    10,255,686
--------------------------------------------------------------------------------
 Bristol-Myers
 Squibb Co.                                            913,500    22,791,825
--------------------------------------------------------------------------------
 Eli Lilly & Co.                                     1,016,900    59,031,045
--------------------------------------------------------------------------------
 Johnson
 & Johnson                                           2,353,768   127,833,140
--------------------------------------------------------------------------------
 Merck & Co., Inc.                                   3,339,400   168,706,488
--------------------------------------------------------------------------------
 Mylan
 Laboratories, Inc.                                    209,500     6,840,175
--------------------------------------------------------------------------------
 Pfizer, Inc.                                        6,019,025   199,109,347
--------------------------------------------------------------------------------
 Pharmacia Corp.                                       262,500    11,471,250
--------------------------------------------------------------------------------
 Schering-Plough
 Corp.                                               1,935,000    44,659,800
--------------------------------------------------------------------------------
 Taro Pharmaceutical
 Industries Ltd.(1)                                    292,500     8,775,000
                                                               -------------
                                                                 659,473,756

--------------------------------------------------------------------------------
 INDUSTRIALS--10.2%
--------------------------------------------------------------------------------
 AEROSPACE & DEFENSE--1.5%
 Engineered Support
 Systems, Inc.                                          60,500     3,297,310
--------------------------------------------------------------------------------
 FLIR Systems, Inc.(1)                                  42,700     1,620,465
--------------------------------------------------------------------------------
 Goodrich Corp.                                        744,500    15,537,715
--------------------------------------------------------------------------------
 Honeywell
 International, Inc.                                 1,694,300    50,744,285
--------------------------------------------------------------------------------
 Lockheed
 Martin Corp.                                          943,100    59,717,092
--------------------------------------------------------------------------------
 Precision Castparts
 Corp.                                                 196,400     4,473,992
--------------------------------------------------------------------------------
 Raytheon Co.                                          910,300    31,860,500
--------------------------------------------------------------------------------
 Rockwell
 Collins, Inc.                                         383,700     8,153,625
                                                               -------------
                                                                 175,404,984



19 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



--------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 AIR FREIGHT & COURIERS--1.3%
 FedEx Corp.                                         1,478,400  $ 70,002,240
--------------------------------------------------------------------------------
 United Parcel
 Service, Inc., Cl. B                                1,231,700    78,717,947
                                                               -------------
                                                                 148,720,187

--------------------------------------------------------------------------------
 AIRLINES--0.1%
 Southwest
 Airlines Co.                                        1,117,650    15,881,807
--------------------------------------------------------------------------------
 BUILDING PRODUCTS--0.4%
 Elcor Corp.                                            99,600     1,668,300
--------------------------------------------------------------------------------
 Lennox
 International, Inc.                                    70,800     1,072,620
--------------------------------------------------------------------------------
 Masco Corp.                                         1,583,300    38,252,528
                                                               -------------
                                                                  40,993,448

--------------------------------------------------------------------------------
 COMMERCIAL SERVICES & SUPPLIES--1.7%
 Arbitron, Inc.(1)                                      57,200     1,887,600
--------------------------------------------------------------------------------
 Automatic Data
 Processing, Inc.                                      892,400    33,705,948
--------------------------------------------------------------------------------
 Deluxe Corp.                                           37,800     1,718,388
--------------------------------------------------------------------------------
 FactSet Research
 Systems, Inc.                                          47,500     1,178,000
--------------------------------------------------------------------------------
 First Data Corp.                                    1,619,600    56,281,100
--------------------------------------------------------------------------------
 FTI Consulting,
 Inc.(1)                                                25,000       910,500
--------------------------------------------------------------------------------
 Global
 Payments, Inc.                                          1,100        30,646
--------------------------------------------------------------------------------
 H&R Block, Inc.                                       888,700    43,457,430
--------------------------------------------------------------------------------
 Harland
 (John H.) Co.                                         175,400     4,595,480
--------------------------------------------------------------------------------
 Headwaters, Inc.(1)                                    37,700       505,180
--------------------------------------------------------------------------------
 Imagistics
 International, Inc.(1)                                 24,592       464,789
--------------------------------------------------------------------------------
 IMS Health, Inc.                                    1,061,900    18,477,060
--------------------------------------------------------------------------------
 ITT Educational
 Services, Inc.(1)                                     156,800     2,830,240
--------------------------------------------------------------------------------
 Per-Se
 Technologies, Inc.(1)                                 116,800     1,000,976
--------------------------------------------------------------------------------
 Pittston
 Brink's Group                                          57,900     1,395,390
--------------------------------------------------------------------------------
 Right Management
 Consultants, Inc.(1)                                   22,500       491,625
--------------------------------------------------------------------------------
 Sabre Holdings
 Corp.(1)                                              119,900     3,226,509
--------------------------------------------------------------------------------
 Viad Corp.                                            134,600     2,978,698


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


 COMMERCIAL SERVICES & SUPPLIES Continued
 Waste
 Management, Inc.                                      583,900  $ 14,848,577
                                                               -------------
                                                                 189,984,136

--------------------------------------------------------------------------------
 CONSTRUCTION & ENGINEERING--0.0%
 EMCOR
 Group, Inc.(1)                                         63,000     3,434,130
--------------------------------------------------------------------------------
 Fluor Corp.                                            30,300       838,098
                                                               -------------
                                                                   4,272,228

--------------------------------------------------------------------------------
 ELECTRICAL EQUIPMENT--0.4%
 Emerson
 Electric Co.                                          681,100    33,224,058
--------------------------------------------------------------------------------
 Molex, Inc., Cl. A                                    299,600     7,630,812
--------------------------------------------------------------------------------
 Rockwell
 Automation, Inc.                                      479,900     8,839,758
                                                               -------------
                                                                  49,694,628

--------------------------------------------------------------------------------
 INDUSTRIAL CONGLOMERATES--3.3%
 3M Co.                                                629,900    78,706,005
--------------------------------------------------------------------------------
 Carlisle Cos., Inc.                                    53,600     2,401,280
--------------------------------------------------------------------------------
 General Electric Co.                                9,566,400   288,426,960
--------------------------------------------------------------------------------
 Textron, Inc.                                          96,500     3,749,025
                                                               -------------
                                                                 373,283,270

--------------------------------------------------------------------------------
 MACHINERY--0.6%
 Cummins, Inc.                                          70,700     2,106,153
--------------------------------------------------------------------------------
 Deere & Co.                                           380,100    17,454,192
--------------------------------------------------------------------------------
 Dover Corp.                                           158,900     4,565,197
--------------------------------------------------------------------------------
 Eaton Corp.                                           140,200     9,917,748
--------------------------------------------------------------------------------
 EnPro
 Industries, Inc.(1)                                   105,180       414,409
--------------------------------------------------------------------------------
 Idex Corp.                                             14,500       451,675
--------------------------------------------------------------------------------
 Ingersoll-Rand
 Co., Cl. A                                            680,200    25,541,510
--------------------------------------------------------------------------------
 Oshkosh
 Truck Corp.                                             8,700       490,245
--------------------------------------------------------------------------------
 Paccar, Inc.                                           24,000       847,440
--------------------------------------------------------------------------------
 Pentair, Inc.                                          90,900     3,948,696
--------------------------------------------------------------------------------
 Timken Co.                                             57,100     1,042,646
                                                               -------------
                                                                  66,779,911

--------------------------------------------------------------------------------
 MARINE--0.0%
 Teekay
 Shipping Corp.                                         31,500       992,250


20 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 ROAD & RAIL--0.9%
 Burlington Northern
 Santa Fe Corp.                                      1,297,700  $ 37,321,852
--------------------------------------------------------------------------------
 CNF
 Transportation, Inc.                                   28,000       859,600
--------------------------------------------------------------------------------
 CSX Corp.                                             149,200     5,196,636
--------------------------------------------------------------------------------
 Hunt (J.B.)
 Transport
 Services, Inc.(1)                                      86,200     2,043,802
--------------------------------------------------------------------------------
 Norfolk Southern
 Corp.                                                 428,400     8,966,412
--------------------------------------------------------------------------------
 Ryder Systems, Inc.                                   209,900     5,486,786
--------------------------------------------------------------------------------
 Union Pacific Corp.                                   630,800    38,194,940
                                                               -------------
                                                                  98,070,028

--------------------------------------------------------------------------------
 INFORMATION TECHNOLOGY--7.3%
--------------------------------------------------------------------------------
 COMMUNICATIONS EQUIPMENT--0.4%
 Cisco Systems, Inc.(1)                              3,406,100    47,072,302
--------------------------------------------------------------------------------
 Inter-Tel, Inc.                                         2,800        66,584
--------------------------------------------------------------------------------
 McData Corp.,
 Cl. A(1)                                               80,548       770,844
--------------------------------------------------------------------------------
 Tellium, Inc.(1)                                      328,300       180,565
                                                               -------------
                                                                  48,090,295

--------------------------------------------------------------------------------
 COMPUTERS & PERIPHERALS--1.9%
 Dell Computer
 Corp.(1)                                            2,590,500    68,959,110
--------------------------------------------------------------------------------
 Handspring, Inc.(1)                                   472,900       548,564
--------------------------------------------------------------------------------
 Hewlett-Packard Co.                                   576,411     7,741,200
--------------------------------------------------------------------------------
 International
 Business
 Machines Corp.                                      1,839,500   138,661,510
--------------------------------------------------------------------------------
 Seagate Technology
 International, Inc.
 Escrow Shares(1),(3)                                  903,300            --
--------------------------------------------------------------------------------
 Storage
 Technology Corp.(1)                                   137,100     1,871,415
--------------------------------------------------------------------------------
 Western Digital
 Corp.(1)                                              828,300     3,362,898
                                                               -------------
                                                                 221,144,697

--------------------------------------------------------------------------------
 ELECTRONIC EQUIPMENT & INSTRUMENTS--0.2%
 AVX Corp.                                             207,700     2,550,556
--------------------------------------------------------------------------------
 Benchmark
 Electronics, Inc.(1)                                  315,400     8,011,160
--------------------------------------------------------------------------------
 Ingram Micro,
 Inc., Cl. A(1)                                         45,800       625,170

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

 ELECTRONIC EQUIPMENT & INSTRUMENTS Continued
 OSI Systems, Inc.(1)                                    7,000  $    123,130
--------------------------------------------------------------------------------
 Tech Data Corp.(1)                                    323,300    10,691,531
                                                               -------------
                                                                  22,001,547

--------------------------------------------------------------------------------
 INTERNET SOFTWARE & SERVICES--0.0%
 Websense, Inc.(1)                                     124,400     2,119,776
--------------------------------------------------------------------------------
 IT CONSULTING & SERVICES--0.0%
 Cognizant
 Technology
 Solutions Corp.(1)                                     47,200     2,709,752
--------------------------------------------------------------------------------
 StorageNetworks,
 Inc.(1)                                               125,800       196,248
                                                               -------------
                                                                   2,906,000

--------------------------------------------------------------------------------
 OFFICE ELECTRONICS--0.1%
 Ikon Office
 Solutions, Inc.                                       221,300     2,047,025
--------------------------------------------------------------------------------
 Xerox Corp.(1)                                      1,021,000     7,157,210
                                                               -------------
                                                                   9,204,235

--------------------------------------------------------------------------------
 SEMICONDUCTOR EQUIPMENT & PRODUCTS--1.4%
 Cabot
 Microelectronics
 Corp.(1)                                              414,600    17,599,770
--------------------------------------------------------------------------------
 ESS
 Technology, Inc.(1)                                   530,500     6,339,475
--------------------------------------------------------------------------------
 Intel Corp.                                         7,457,200   124,311,524
--------------------------------------------------------------------------------
 Rambus, Inc.(1)                                       608,400     3,315,780
--------------------------------------------------------------------------------
 Semtech Corp.(1)                                       76,700     1,013,207
--------------------------------------------------------------------------------
 Silicon
 Laboratories, Inc.(1)                                 108,500     2,451,015
                                                               -------------
                                                                 155,030,771

--------------------------------------------------------------------------------
 SOFTWARE--3.3%
 Activision, Inc.(1)                                   100,200     2,792,574
--------------------------------------------------------------------------------
 Electronic Arts, Inc.(1)                              415,500    26,284,530
--------------------------------------------------------------------------------
 Imation Corp.(1)                                       18,600       618,450
--------------------------------------------------------------------------------
 Kronos, Inc.(1)                                        28,650       743,754
--------------------------------------------------------------------------------
 Microsoft Corp.(1)                                  5,962,400   292,634,592
--------------------------------------------------------------------------------
 Novell, Inc.(1)                                         2,800         7,280
--------------------------------------------------------------------------------
 Oracle Corp.(1)                                     4,311,700    41,349,203
--------------------------------------------------------------------------------
 Sybase, Inc.(1)                                       688,100     9,640,281
--------------------------------------------------------------------------------
 Take-Two Interactive
 Software, Inc.(1),(3)                                  44,000     1,104,400
                                                               -------------
                                                                 375,175,064




21 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



--------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 MATERIALS--4.2%
--------------------------------------------------------------------------------
 CHEMICALS--1.4%
 Air Products
 & Chemicals, Inc.                                     459,600  $ 21,559,836
--------------------------------------------------------------------------------
 Albemarle Corp.                                        15,400       474,782
--------------------------------------------------------------------------------
 Cytec
 Industries, Inc.(1)                                    39,800     1,058,680
--------------------------------------------------------------------------------
 Du Pont (E.I.)
 de Nemours & Co.                                    1,661,082    66,958,215
--------------------------------------------------------------------------------
 Eastman
 Chemical Co.                                           56,800     2,548,616
--------------------------------------------------------------------------------
 Ferro Corp.                                            57,200     1,495,780
--------------------------------------------------------------------------------
 Georgia Gulf Corp.                                     10,400       265,200
--------------------------------------------------------------------------------
 Great Lakes
 Chemical Corp.                                         20,000       575,200
--------------------------------------------------------------------------------
 Hercules, Inc.(1)                                      21,300       223,650
--------------------------------------------------------------------------------
 IMC Global, Inc.                                      299,100     3,960,084
--------------------------------------------------------------------------------
 International Flavors &
 Fragrances, Inc.                                      433,200    13,970,700
--------------------------------------------------------------------------------
 Monsanto Co.                                           40,400       742,148
--------------------------------------------------------------------------------
 PPG Industries, Inc.                                  483,900    27,229,053
--------------------------------------------------------------------------------
 Praxair, Inc.                                          80,800     4,527,224
--------------------------------------------------------------------------------
 Rohm & Haas Co.                                       476,900    17,354,391
--------------------------------------------------------------------------------
 RPM, Inc.                                              39,600       605,088
                                                               -------------
                                                                 163,548,647

--------------------------------------------------------------------------------
 CONSTRUCTION MATERIALS--0.0%
 Centex Construction
 Products, Inc.                                          8,300       305,440
--------------------------------------------------------------------------------
 CONTAINERS & PACKAGING--0.4%
 Ball Corp.                                            322,500    16,063,725
--------------------------------------------------------------------------------
 Bemis Co., Inc.                                        83,300     4,413,234
--------------------------------------------------------------------------------
 Owens-Illinois, Inc.(1)                               316,800     3,706,560
--------------------------------------------------------------------------------
 Pactiv Corp.(1)                                       450,500     8,181,080
--------------------------------------------------------------------------------
 Sealed Air Corp.(1)                                   114,000     1,765,860
--------------------------------------------------------------------------------
 Temple-Inland, Inc.                                   210,100    10,746,615
                                                               -------------
                                                                  44,877,074

--------------------------------------------------------------------------------
 METALS & MINING--1.3%
 Alcan, Inc.                                         1,353,500    38,114,560
--------------------------------------------------------------------------------
 Alcoa, Inc.                                           895,100    22,458,059
--------------------------------------------------------------------------------
 Barrick Gold Corp.                                  1,972,500    31,698,075

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 METALS & MINING Continued
 Freeport-McMoRan
 Copper & Gold,
 Inc., Cl. B(1)                                        720,000  $ 11,800,800
--------------------------------------------------------------------------------
 Inco Ltd.(1)                                           74,100     1,333,059
--------------------------------------------------------------------------------
 Newmont Mining
 Corp. (Holding Co.)                                 1,230,000    35,042,700
--------------------------------------------------------------------------------
 Nucor Corp.                                            30,600     1,531,224
--------------------------------------------------------------------------------
 Peabody Energy
 Corp.                                                  75,000     1,920,750
--------------------------------------------------------------------------------
 Quanex Corp.                                           17,800       720,900
                                                               -------------
                                                                 144,620,127

--------------------------------------------------------------------------------
 PAPER & FOREST PRODUCTS--1.1%
 Bowater, Inc.                                          42,900     1,753,752
--------------------------------------------------------------------------------
 Georgia-Pacific
 Corp.                                                 816,700    17,191,535
--------------------------------------------------------------------------------
 International
 Paper Co.                                           1,388,900    52,292,085
--------------------------------------------------------------------------------
 Rayonier, Inc.                                        123,700     6,024,190
--------------------------------------------------------------------------------
 Weyerhaeuser Co.                                      830,600    45,276,006
                                                               -------------
                                                                 122,537,568

--------------------------------------------------------------------------------
 TELECOMMUNICATION SERVICES--4.2%
--------------------------------------------------------------------------------
 DIVERSIFIED TELECOMMUNICATION SERVICES--3.3%
 BellSouth
 Corp.                                               2,652,600    61,858,632
--------------------------------------------------------------------------------
 CenturyTel, Inc.                                       60,700     1,641,935
--------------------------------------------------------------------------------
 SBC Communications,
 Inc.                                                5,722,900   141,584,546
--------------------------------------------------------------------------------
 Sprint Corp.
 (Fon Group)                                         1,500,500    17,405,800
--------------------------------------------------------------------------------
 Verizon
 Communications,
 Inc.                                                4,888,010   151,528,310
                                                               -------------
                                                                 374,019,223

--------------------------------------------------------------------------------
 WIRELESS TELECOMMUNICATION SERVICES--0.9%
 AT&T Corp.                                          8,119,400    99,219,068
--------------------------------------------------------------------------------
 Metro One
 Telecommunication,
 Inc.(1)                                                34,700       422,993
--------------------------------------------------------------------------------
 Telephone & Data
 Systems, Inc.                                          84,700     5,060,825
                                                               -------------
                                                                 104,702,886


22 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 UTILITIES--4.2%
--------------------------------------------------------------------------------
 ELECTRIC UTILITIES--3.9%
 Allete, Inc.                                           20,600    $    512,940
--------------------------------------------------------------------------------
 Alliant Energy Corp.                                   26,900         560,865
--------------------------------------------------------------------------------
 Consolidated
 Edison Co. of
 New York, Inc.                                        553,200      22,509,708
--------------------------------------------------------------------------------
 Constellation
 Energy Group, Inc.                                    229,100       6,417,091
--------------------------------------------------------------------------------
 DTE Energy Co.                                        549,100      23,561,881
--------------------------------------------------------------------------------
 Duke Energy Corp.                                     761,800      20,439,094
--------------------------------------------------------------------------------
 Edison
 International(1)                                      343,700       4,117,526
--------------------------------------------------------------------------------
 Entergy Corp.                                       1,268,000      53,496,920
--------------------------------------------------------------------------------
 Exelon Corp.                                        1,644,275      76,984,955
--------------------------------------------------------------------------------
 FirstEnergy Corp.                                   1,555,000      51,315,000
--------------------------------------------------------------------------------
 FPL Group, Inc.                                       941,600      53,746,528
--------------------------------------------------------------------------------
 Hawaiian Electric
 Industries, Inc.                                       57,200       2,577,432
--------------------------------------------------------------------------------
 Paramount
 Resources Ltd.(1)                                   1,838,400      18,855,385
--------------------------------------------------------------------------------
 PPL Corp.                                             180,300       6,553,905
--------------------------------------------------------------------------------
 Progress Energy, Inc.                                 198,200       9,220,264
--------------------------------------------------------------------------------
 Progress Energy, Inc.,
 Contingent Value
 Obligation(1),(3)                                     700,000         154,000
--------------------------------------------------------------------------------
 Public Service
 Enterprise
 Group, Inc.                                            90,700       3,192,640
--------------------------------------------------------------------------------
 Puget Energy, Inc.                                     59,000       1,280,300
--------------------------------------------------------------------------------
 Reliant Energy, Inc.                                  104,200       1,234,770
--------------------------------------------------------------------------------
 Southern Co.                                        1,094,100      31,685,136
--------------------------------------------------------------------------------
 Teco Energy, Inc.                                      95,600       1,888,100
--------------------------------------------------------------------------------
 TXU Corp.                                           1,106,700      53,520,012
--------------------------------------------------------------------------------
 Wisconsin
 Energy Corp.                                          113,000       2,871,330
--------------------------------------------------------------------------------
 Xcel Energy, Inc.                                     217,550       2,101,533

---------------
                                                                   448,797,315

                                                                 MARKET VALUE
                                                        SHARES     SEE NOTE 1
--------------------------------------------------------------------------------
 GAS UTILITIES--0.2%
 KeySpan Corp.                                         116,200    $  4,071,648
--------------------------------------------------------------------------------
 Kinder Morgan
 Management LLC                                        388,000      12,419,880
--------------------------------------------------------------------------------
 Nicor, Inc.                                            89,000       2,527,600
--------------------------------------------------------------------------------
 NiSource, Inc.                                        248,400       4,940,676
--------------------------------------------------------------------------------
 Peoples Energy
 Corp.                                                  63,400       2,118,828

---------------
                                                                    26,078,632

--------------------------------------------------------------------------------
 MULTI-UTILITIES--0.1%
 Energy East Corp.                                     146,600       3,066,872
--------------------------------------------------------------------------------
 Questar Corp.                                          19,300         481,342

---------------
                                                                     3,548,214

---------------
 Total Common Stocks
 (Cost $11,056,229,673)                                         11,195,596,984

--------------------------------------------------------------------------------
 PREFERRED STOCKS--0.0%
--------------------------------------------------------------------------------
 Wachovia Corp.,
 Dividend Equalization
 Preferred Shares
 (Cost $0)                                             100,000          21,000

                                                        UNITS
--------------------------------------------------------------------------------
 RIGHTS, WARRANTS AND CERTIFICATES--0.0%

 Dime Bancorp, Inc. Wts.,
 Exp. 1/2/101
 (Cost $0)                                             500,000          40,000

                                                     PRINCIPAL
                                                      AMOUNT
--------------------------------------------------------------------------------
 SHORT-TERM NOTES--1.3%
--------------------------------------------------------------------------------
 Motiva Enterprises
 LLC, 1.75%,
 9/12/02                                           $25,000,000      24,986,632
--------------------------------------------------------------------------------
 Neptune
 Funding Corp.:
 2%, 9/3/02                                         50,000,000      49,995,084
 2%, 9/24/02                                        28,224,000      28,192,624
--------------------------------------------------------------------------------
 Park Avenue
 Receivables Corp.,
 1.73%, 9/10/02                                     40,000,000      39,982,700

---------------
 Total Short-Term
 Notes
 (Cost $143,157,040)                                               143,157,040





23 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



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

                                                      PRINCIPAL   MARKET VALUE
                                                        AMOUNT      SEE NOTE 1
--------------------------------------------------------------------------------
 JOINT REPURCHASE AGREEMENTS--0.5%

 Undivided interest of 6.41% in joint repurchase
 agreement with PaineWebber, Inc., 1.85%, dated
 8/30/02, to be repurchased at $969,046,152 on
 9/3/02, collateralized by Federal National
 Mortgage Assn., 5.50%-6%, 1/1/32-5/1/32,
 with a value of $989,261,165
 (Cost $62,147,000)                              $62,147,000   $    62,147,000

                                                                  MARKET VALUE
                                                                    SEE NOTE 1
--------------------------------------------------------------------------------
 TOTAL INVESTMENTS,
 AT VALUE
 (COST $11,261,533,713)                                 99.8%  $11,400,962,024
--------------------------------------------------------------------------------
 OTHER ASSETS NET
 OF LIABILITIES                                          0.2        21,099,709

------------------------
 NET ASSETS                                            100.0%  $11,422,061,733

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






FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.
2. Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer, and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the period ended August 31, 2002.
The aggregate fair value of securities of affiliated companies held by the
Fund
as of August 31, 2002 amounts to $36,508,769. Transactions during the period
in
which the issuer was an affiliate are as follows:




UNREALIZED
                                  SHARES       GROSS        GROSS
SHARES      APPRECIATION   DIVIDEND         REALIZED
                         AUGUST 31, 2001   ADDITIONS   REDUCTIONS  AUGUST 31,
2002    (DEPRECIATION)     INCOME      GAIN (LOSS)
---------------------------------------------------------------------------------------------------------------------------------
STOCKS AND/OR WARRANTS


Canadian 88 Energy Corp.      10,332,300          --    3,792,800
6,539,500      $(10,129,075)  $     --      $(8,704,667)
Frontier Oil Corp.             2,443,600          --      587,600
1,856,000        16,442,196    457,840        8,596,709

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

$457,840      $  (107,958)

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


3. Identifies issues considered to be illiquid--See Note 6 of Notes to
Financial
Statements.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.




24 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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



------------------------------------------------------------------------------------------
 ASSETS


 Investments, at value--see accompanying statement:
 Unaffiliated companies (cost $11,231,338,065)                         $
11,364,453,255
 Affiliated companies (cost $30,195,648)
36,508,769

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

11,400,962,024
------------------------------------------------------------------------------------------

Cash
7,105,966
------------------------------------------------------------------------------------------
 Unrealized appreciation on foreign currency
contracts                             1,327
------------------------------------------------------------------------------------------
 Receivables and other assets:
 Investments sold
50,859,840
 Interest and dividends
21,768,690
 Shares of capital stock
sold                                                  8,421,443

Other
541,390

-------------------
 Total assets
11,489,660,680

------------------------------------------------------------------------------------------
 LIABILITIES

 Unrealized depreciation on foreign currency
contracts                             3,611
------------------------------------------------------------------------------------------
 Payables and other liabilities:
 Investments purchased
34,633,846
 Shares of capital stock interest redeemed
22,079,196
 Distribution and service plan
fees                                            4,730,892
 Transfer and shareholder servicing agent
fees                                 3,725,993
 Shareholder
reports                                                           2,312,876
 Directors'
compensation                                                          10,160

Other
102,373

----------------
 Total liabilities
67,598,947
------------------------------------------------------------------------------------------
 NET ASSETS
$11,422,061,733

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

 Par value of shares of capital stock
$     4,148,017
-----------------------------------------------------------------------------------------
 Additional paid-in capital
13,033,548,930
-----------------------------------------------------------------------------------------
 Undistributed net investment income
20,383,192
-----------------------------------------------------------------------------------------
 Accumulated net realized loss on investments and foreign currency
 transactions
(1,775,439,571)
-----------------------------------------------------------------------------------------
 Net unrealized appreciation on investments and translation of
 assets and liabilities denominated in foreign currencies
139,421,165

----------------
 NET ASSETS
$11,422,061,733

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




25 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 NET ASSET VALUE PER SHARE





 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $6,443,982,806 and 231,003,571 shares of capital stock
outstanding)              $27.90
 Maximum offering price per share (net asset value plus sales charge of
 5.75% of offering
price)                                                         $29.60
------------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
 $3,510,800,424 and 129,854,834 shares of capital stock
outstanding)              $27.04
------------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
 $1,198,516,775 and 44,335,335 shares of capital stock
outstanding)               $27.03
------------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
$43,464,185
 and 1,568,074 shares of capital stock
outstanding)                               $27.72
------------------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price per share
 (based on net assets of $225,297,543 and 8,039,921 shares of capital
 stock
outstanding)
$28.02




SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



26 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND





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



-------------------------------------------------------------------------------------------------
 INVESTMENT INCOME



 Dividends:
 Unaffiliated companies (net of foreign withholding taxes of
$993,700)           $   193,542,523
 Affiliated
companies
457,840
-------------------------------------------------------------------------------------------------

Interest
10,512,650

----------------
 Total investment
income                                                             204,513,013

-------------------------------------------------------------------------------------------------
 EXPENSES

 Management
fees
61,560,774
-------------------------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class
A
17,613,557
 Class
B
46,128,366
 Class
C
14,335,613
 Class
N
140,215
-------------------------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class
A
18,253,979
 Class
B
11,744,240
 Class
C
3,578,856
 Class
N
66,822
 Class
Y
965,710
-------------------------------------------------------------------------------------------------
 Shareholder
reports
5,514,864
-------------------------------------------------------------------------------------------------
 Directors'
compensation
186,852
-------------------------------------------------------------------------------------------------
 Custodian fees and
expenses                                                             184,745
-------------------------------------------------------------------------------------------------

Other
503,875

----------------
 Total
expenses
180,778,468
 Less reduction to custodian
expenses                                                    (37,103)
 Less voluntary waiver of transfer and shareholder
 servicing agent fees-- Class
Y                                                         (324,219)

----------------
 Net
expenses
180,417,146

-------------------------------------------------------------------------------------------------
 NET INVESTMENT
INCOME
24,095,867

-------------------------------------------------------------------------------------------------
 REALIZED AND UNREALIZED GAIN (LOSS)

 Net realized loss on:
 Investments:
  Unaffiliated
companies
(1,010,030,809)
  Affiliated
companies
(107,958)
 Closing of futures
contracts                                                        (46,007,125)
 Foreign currency
transactions
(7,651,424)

----------------
 Net realized
loss
(1,063,797,316)
-------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on:


Investments
(819,606,744)
 Translation of assets and liabilities denominated in foreign
currencies               5,813,152

----------------
 Net
change
(813,793,592)

----------------
 Net realized and unrealized
loss                                                 (1,877,590,908)

-------------------------------------------------------------------------------------------------
 NET DECREASE IN NET ASSETS RESULTING FROM
OPERATIONS                            $(1,853,495,041)

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


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



27 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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




 YEAR ENDED AUGUST
31,
2002                2001
-----------------------------------------------------------------------------------------------------------------------


 OPERATIONS

 Net investment
income                                                         $
24,095,867     $      13,938,822
-----------------------------------------------------------------------------------------------------------------------
 Net realized
loss
(1,063,797,316)         (461,201,726)
-----------------------------------------------------------------------------------------------------------------------
 Net change in unrealized
depreciation                                             (813,793,592)
(4,584,816,262)

----------------------------------------
 Net decrease in net assets resulting from
operations                            (1,853,495,041)       (5,032,079,166)

-----------------------------------------------------------------------------------------------------------------------
 DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS

 Dividends from net investment income:
 Class
A
(15,028,867)          (23,886,190)
 Class
B
--                    --
 Class
C
--                    --
 Class
N
(58,345)                   --
 Class
Y
(828,141)           (1,308,193)
-----------------------------------------------------------------------------------------------------------------------
 Distributions from net realized gain:
 Class
A
(12,132,399)         (433,269,032)
 Class
B
(8,545,003)         (389,463,020)
 Class
C
(2,567,066)         (104,804,648)
 Class
N
(25,114)                   --
 Class
Y
(369,634)          (12,950,013)
-----------------------------------------------------------------------------------------------------------------------
 CAPITAL STOCK TRANSACTIONS

 Net increase (decrease) in net assets resulting from capital stock
transactions:
 Class
A
148,547,544           859,658,658
 Class
B
(1,269,705,682)         (517,443,348)
 Class
C
(160,436,307)           13,431,727
 Class
N
41,677,838             7,898,778
 Class
Y
34,202,372            49,200,183

-----------------------------------------------------------------------------------------------------------------------
 NET ASSETS

 Total
decrease
(3,098,763,845)       (5,585,014,264)
-----------------------------------------------------------------------------------------------------------------------
 Beginning of
period
14,520,825,578        20,105,839,842

----------------------------------------
 End of period [including undistributed net investment
 income of $20,383,192 and $13,472,873,
respectively]                          $ 11,422,061,733    $   14,520,825,578

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




SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



28 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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



CLASS A      YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


Net asset value, beginning of period               $ 32.15      $ 45.41
$ 42.89       $ 32.32       $ 33.87
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                  .16
.14          .21           .19           .29
Net realized and unrealized gain (loss)              (4.29)
(11.18)        6.79         12.03           .99

--------------------------------------------------------------
Total from investment operations                     (4.13)
(11.04)        7.00         12.22          1.28

--------------------------------------------------------------
Dividends and/or distributions to shareholders:

Dividends from net investment income                  (.07)
(.12)          --          (.15)         (.33)
Distributions from net realized gain                  (.05)
(2.10)       (4.48)        (1.50)        (2.50)

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

Total dividends and/or distributions
to shareholders                                       (.12)
(2.22)       (4.48)        (1.65)        (2.83)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $27.90       $32.15
$45.41        $42.89        $32.32

==============================================================
------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1)                 (12.90)%
(24.85)%      17.74%        38.62%         3.68%

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

RATIOS/SUPPLEMENTAL DATA

------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)        $6,443,983   $7,320,747
$9,264,943    $7,723,607    $4,932,817
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $7,203,226   $7,954,409
$8,428,173    $6,721,568    $5,184,111
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income                                 0.52%
0.47%        0.54%         0.50%         0.83%
Expenses                                              0.99%
0.86%        0.90%         0.91%         0.90%(3)
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                 78%
76%          73%           72%           81%


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

SEE ACCOUMPANYING NOTES TO FINANCIAL STATMENTS.

29 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS Continuted
--------------------------------------------------------------------------------



CLASS B     YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


Net asset value, beginning of period                $31.34       $44.50
$42.42        $32.07        $33.66
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.20)
(.13)        (.08)         (.08)          .04
Net realized and unrealized gain (loss)              (4.05)
(10.93)        6.64         11.93           .96

--------------------------------------------------------------
Total from investment operations                     (4.25)
(11.06)        6.56         11.85          1.00
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --
--           --            --          (.09)
Distributions from net realized gain                  (.05)
(2.10)       (4.48)        (1.50)        (2.50)

--------------------------------------------------------------
Total dividends and/or distributions to
shareholders                                          (.05)
(2.10)       (4.48)        (1.50)        (2.59)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $27.04       $31.34
$44.50        $42.42        $32.07

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

------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1)                 (13.58)%
(25.39)%      16.84%        37.62%         2.86%

------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)        $3,510,800   $5,404,510
$8,367,040    $7,072,718    $4,168,498
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $4,607,653   $6,630,335
$7,628,232    $5,930,303    $4,122,775
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income (loss)                         (0.25)%
(0.29)%      (0.22)%       (0.26)%        0.06%
Expenses                                              1.75%
1.61%        1.66%         1.66%         1.66%(3)
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                 78%
76%          73%           72%           81%


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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


30 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND








CLASS C      YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


Net asset value, beginning of period                $31.33       $44.50
$42.41        $32.07        $33.64
------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                          (.11)
(.11)        (.08)         (.09)          .03
Net realized and unrealized gain (loss)              (4.14)
(10.96)        6.65         11.93           .98

--------------------------------------------------------------
Total from investment operations                     (4.25)
(11.07)        6.57         11.84          1.01
------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                    --
--           --            --          (.08)
Distributions from net realized gain                  (.05)
(2.10)       (4.48)        (1.50)        (2.50)

--------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                       (.05)
(2.10)       (4.48)        (1.50)        (2.58)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                      $27.03       $31.33
$44.50        $42.41        $32.07

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


------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(1)                 (13.58)%
(25.42)%      16.87%        37.59%         2.91%
------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)        $1,198,517   $1,562,452
$2,213,568    $1,850,787    $1,144,692
------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)               $1,432,566   $1,825,540
$2,004,263    $1,583,189    $1,184,355
------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment income (loss)                         (0.24)%
(0.29)%      (0.23)%       (0.25)%        0.07%
Expenses                                              1.75%
1.61%        1.67%         1.66%         1.65%(3)
------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                 78%
76%          73%           72%           81%


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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



31 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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


CLASS N      YEAR ENDED AUGUST 31,                          2002
2001(1)
--------------------------------------------------------------------------------
PER SHARE OPERATING DATA
Net asset value, beginning of period                      $ 32.09    $34.36
--------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                         .12       .02
Net realized and unrealized loss                            (4.31)    (2.29)
--------------------------------------------------------------------------------
Total from investment operations                            (4.19)    (2.27)
--------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                         (.13)       --
Distributions from net realized gain                         (.05)       --
--------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders         (.18)       --
--------------------------------------------------------------------------------
Net asset value, end of period                             $27.72    $32.09

======================
--------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(2)                        (13.15)%   (6.61)%


--------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in thousands)                  $43,464    $7,641
--------------------------------------------------------------------------------
Average net assets (in thousands)                         $28,141    $2,672
--------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income                                        0.28%     0.36%
Expenses                                                     1.24%     1.16%
--------------------------------------------------------------------------------
Portfolio turnover rate                                        78%       76%



1. For the period from March 1, 2001 (inception of offering) to August 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.
3. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



32 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND





CLASS Y       YEAR ENDED AUGUST 31,                    2002
2001         2000          1999          1998
------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA


 Net asset value, beginning of period               $32.28       $45.64
$43.00        $32.38        $33.94
------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                 .19
.17          .24           .24           .38
 Net realized and unrealized gain (loss)             (4.28)
(11.22)        6.88         12.07           .97

--------------------------------------------------------------
 Total from investment operations                    (4.09)
(11.05)        7.12         12.31          1.35
------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                 (.12)
(.21)          --          (.19)         (.41)
 Distributions from net realized gain                 (.05)
(2.10)       (4.48)        (1.50)        (2.50)

--------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                      (.17)
(2.31)       (4.48)        (1.69)        (2.91)
------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                     $28.02       $32.28
$45.64        $43.00        $32.38

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


------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN, AT NET ASSET VALUE(1)                (12.74)%
(24.76)%      18.00%        38.84%         3.88%

------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA

 Net assets, end of period (in thousands)         $225,298     $225,475
$260,289      $148,397       $53,063
------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)                $227,835     $239,222
$205,586      $ 99,155       $36,554
------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:(2)
 Net investment income                                0.74%
0.60%        0.77%         0.63%         1.02%
 Expenses                                             0.92%
0.79%(3)     0.66%         0.77%         0.67%(4)
 Expenses, net of reduction to custodian
 expenses and/or voluntary waiver
 of transfer agent fees                               0.78%
0.73%        0.66%         0.77%         0.67%
------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                                78%
76%          73%           72%           81%


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.
2. Annualized for periods of less than one full year.
3. Added since August 31, 2001 to reflect expenses before reduction to
custodian expenses and voluntary waiver of
transfer agent fees.
4. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


33 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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

--------------------------------------------------------------------------------
 1. SIGNIFICANT ACCOUNTING POLICIES

 Oppenheimer Main Street Growth & Income Fund (the Fund) is a separate series
of
 Oppenheimer Main Street Funds, Inc., an open-end management investment
company
 registered under the Investment Company Act of 1940, as amended. The Fund's
 investment objective is to seek a high total return. The Fund's investment
 advisor is OppenheimerFunds, Inc. (the Manager).

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

    The following is a summary of significant accounting policies consistently
 followed by the Fund.

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

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

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



34 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




--------------------------------------------------------------------------------
 JOINT REPURCHASE AGREEMENTS. The Fund, along with other affiliated funds of
the
 Manager, may transfer uninvested cash balances into one or more joint
 repurchase agreement accounts. These balances are invested in one or more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement,
retention
 of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
 ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other
 than those attributable to a specific class), gains and losses are allocated
 daily to each class of shares based upon the relative proportion of net
assets
 represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
 FEDERAL TAXES. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to
shareholders.
 Therefore, no federal income tax provision is required, however, during the
 year ended August 31, 2002, the Fund paid a federal excise tax of $71,455.

 As of August 31, 2002, the Fund had available for federal income tax purposes
 an unused capital loss carryforward as follows:

                                EXPIRING
                                ------------------------
                                2010        $878,523,150

As of August 31, 2002, the Fund had approximately $829,324,000 of post-October
losses available to offset future capital gains, if any. Such losses, if
unutilized, will expire in 2011. Additionally, the Fund had approximately
$276,000 of post-October foreign currency losses which were deferred.
--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Net investment
income (loss) and net realized gain (loss) may differ for financial statement
and tax purposes. The character of dividends and distributions made during the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or net
realized
gain was recorded by the Fund.


35 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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

--------------------------------------------------------------------------------
 1. SIGNIFICANT ACCOUNTING POLICIES Continued
    The Fund adjusts the classification of distributions to shareholders to
 reflect the differences between financial statement amounts and distributions
 determined in accordance with income tax regulations. Accordingly, during the
 year ended August 31, 2002, amounts have been reclassified to reflect a
 decrease in additional paid-in capital of $71,455, a decrease in
undistributed
 net investment income of $1,270,195, and a decrease in accumulated net
realized
 loss on investments of $1,341,650. Net assets of the Fund were unaffected by
 the reclassifications.

 The tax character of distributions paid during the years ended August 31,
2002
 and August 31, 2001 was as follows:

                                                YEAR ENDED        YEAR ENDED
                                           AUGUST 31, 2002   AUGUST 31, 2001
                ------------------------------------------------------------
                 Distributions paid from:
                 Ordinary income             $  15,915,353   $    25,194,383
                 Long-term capital gain         23,639,216       940,486,713
                 Return of capital                      --                --
                                             -------------------------------
                 Total                       $  39,554,569   $   965,681,096
                                             ===============================

 As of August 31, 2002, the components of distributable earnings on a tax
basis
 were as follows:

                 Undistributed net
                 investment income               $    20,383,192
                 Accumulated net realized loss    (1,775,439,571)
                 Net unrealized appreciation         139,421,165
                                                 ---------------
                 Total                           $(1,615,635,214)
                                                 ===============

--------------------------------------------------------------------------------
 INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or
upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.
--------------------------------------------------------------------------------
 SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
--------------------------------------------------------------------------------
 OTHER. The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported amounts
 of assets and liabilities and disclosure of contingent assets and liabilities
 at the date of the financial statements and the reported amounts of income
and
 expenses during the reporting period. Actual results could differ from those
 estimates.


36 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




--------------------------------------------------------------------------------
 2. CAPITAL STOCK

The Fund has authorized 840 million shares of $.01 par value capital stock.
Transactions in shares of capital stock were as follows:



                             YEAR ENDED AUGUST 31, 2002               YEAR
ENDED AUGUST 31, 2001(1)
                             SHARES              AMOUNT
SHARES                AMOUNT
----------------------------------------------------------------------------------------------------
 CLASS A


 Sold                       57,015,786     $ 1,776,402,610
55,877,160    $ 2,020,164,974
 Dividends and/or
 distributions reinvested      761,969          24,779,385
12,142,654        438,957,131
 Redeemed                  (54,472,499)     (1,652,634,451)
(44,357,777)    (1,599,463,447)

---------------------------------------------------------------------------
 Net increase                3,305,256     $   148,547,544
23,662,037    $   859,658,658

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

----------------------------------------------------------------------------------------------------
 CLASS B
 Sold                       16,064,824     $   486,429,385
23,528,539    $   847,477,675
 Dividends and/or
 distributions reinvested      241,561           7,655,080
10,405,252        368,555,673
 Redeemed                  (58,925,314)     (1,763,790,147)
(49,466,088)    (1,733,476,696)

---------------------------------------------------------------------------
 Net decrease              (42,618,929)    $(1,269,705,682)
(15,532,297)   $  (517,443,348)

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

----------------------------------------------------------------------------------------------------
 CLASS C
 Sold                        5,601,281     $   168,931,421
7,392,877    $   267,612,734
 Dividends and/or
 distributions reinvested       66,833           2,117,929
2,790,677         98,845,701
 Redeemed                  (11,204,768)       (331,485,657)
(10,059,172)      (353,026,708)

---------------------------------------------------------------------------
 Net increase (decrease)    (5,536,654)    $  (160,436,307)
124,382    $    13,431,727

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

----------------------------------------------------------------------------------------------------
 CLASS N
 Sold                        1,587,930     $    49,389,515
240,135    $     7,966,494
 Dividends and/or
 distributions reinvested        2,577              83,453
--                 --
 Redeemed                     (260,531)         (7,795,130)
(2,037)           (67,716)

---------------------------------------------------------------------------
 Net increase                1,329,976     $    41,677,838
238,098    $     7,898,778

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

----------------------------------------------------------------------------------------------------
 CLASS Y
 Sold                        3,654,159     $   113,685,089
3,547,525    $   131,540,535
 Dividends and/or
 distributions reinvested       36,629           1,194,830
393,067         14,252,627
 Redeemed                   (2,635,983)        (80,677,547)
(2,658,808)       (96,592,979)

---------------------------------------------------------------------------
 Net increase                1,054,805     $    34,202,372
1,281,784    $    49,200,183

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


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


37 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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


--------------------------------------------------------------------------------
 3. PURCHASES AND SALES OF SECURITIES

 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the year ended August 31, 2002, were
 $10,184,882,477 and $11,160,641,583, respectively.

 As of August 31, 2002, unrealized appreciation (depreciation) based on cost
of
 securities for federal income tax purposes of $11,328,850,136 was composed
of:

            Gross unrealized appreciation      $ 1,163,393,711
            Gross unrealized depreciation       (1,091,281,823)
                                               ---------------
            Net unrealized appreciation        $    72,111,888
                                               ===============

 The difference between book-basis and tax-basis unrealized appreciation and
 depreciation, if applicable, is attributable primarily to the tax deferral of
 losses on wash sales, or return of capital dividends, and the realization for
 tax purposes of unrealized gain (loss) on certain futures contracts,
 investments in passive foreign investment companies, and forward foreign
 currency exchange contracts.
--------------------------------------------------------------------------------
 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

 MANAGEMENT FEES. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee of
 0.65% of the first $200 million of average annual net assets of the Fund,
0.60%
 of the next $150 million, 0.55% of the next $150 million, and 0.45% of
average
 annual net assets in excess of $500 million.
--------------------------------------------------------------------------------
 TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund.
The
 Fund pays OFS a $19.75 per account fee.

    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or
more.
 The Class Y shares are subject to the minimum fees in the event that the per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.

    OFS has voluntarily agreed to limit transfer and shareholder servicing
agent
 fees up to an annual rate of 0.25% of average net assets of Class Y shares
and
 for all other classes, up to an annual rate of 0.35% of average net assets of
 each class. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
 DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous
public
 offering of the different classes of shares of the Fund.


38 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND




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




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


 August 31, 2002 $12,400,169     $3,335,382    $895,178      $15,202,153
$1,380,111     $408,513


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



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


 August 31, 2002              $112,149   $12,100,308       $142,468
$6,564



--------------------------------------------------------------------------------
 SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for
Class
 A Shares. It reimburses the Distributor for a portion of its costs incurred
for
 services provided to accounts that hold Class A shares. Reimbursement is made
 quarterly at an annual rate of up to 0.25% of the average annual net assets
of
 Class A shares of the Fund. For the year ended August 31, 2002, payments
under
 the Class A Plan totaled $17,613,557, all of which were paid by the
Distributor
 to recipients, and included $903,757 paid to an affiliate of the Manager. Any
 unreimbursed expenses the Distributor incurs with respect to Class A shares
in
 any fiscal year cannot be recovered in subsequent years.

--------------------------------------------------------------------------------
 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. Under the plans, the Fund pays the Distributor an annual
asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and
the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per
year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the year ended August 31, 2002,
 were as follows:




DISTRIBUTOR'S

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


 Class B Plan              $46,128,366       $35,752,400
$73,751,303          2.10%
 Class C Plan               14,335,613         1,548,143
23,950,792          2.00
 Class N Plan                  140,215           136,964
958,649          2.21




39 OPPENHEIMER MAIN STREET(R) GROWTH & INCOME FUND



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

--------------------------------------------------------------------------------
 5. FOREIGN CURRENCY CONTRACTS

 A foreign currency contract is a commitment to purchase or sell a foreign
 currency at a future date, at a negotiated rate. The Fund may enter into
 foreign currency contracts for operational purposes and to seek to protect
 against adverse exchange rate fluctuations. Risks to the Fund include the
 potential inability of the counterparty to meet the terms of the contract.

    The net U.S. dollar value of foreign currency underlying all contractual
 commitments held by the Fund and the resulting unrealized appreciation or
 depreciation are determined using foreign currency exchange rates as provided
 by a reliable bank, dealer or pricing service. Unrealized appreciation and
 depreciation on foreign currency contracts are reported in the Statement of
 Assets and Liabilities as a receivable or payable and in the Statement of
 Operations with the change in unrealized appreciation or depreciation.

    The Fund may realize a gain or loss upon the closing or settlement of the
 foreign currency transactions. Such realized gains and losses are reported
with
 all other foreign currency gains and losses in the Statement of Operations.

 As of August 31, 2002, the Fund had outstanding foreign currency contracts as
 follows:




                           EXPIRATION           CONTRACT     VALUATION AS
OF        UNREALIZED      UNREALIZED
 CONTRACT DESCRIPTION            DATE      AMOUNT (000S)     AUGUST 31,
2002      APPRECIATION    DEPRECIATION
---------------------------------------------------------------------------------------------------------------


 Contracts to Sell
 Canadian Dollar [CAD]          9/3/02          5,137CAD        $
3,292,496        $ 1,327          $ 3,611



--------------------------------------------------------------------------------
 6. ILLIQUID SECURITIES

 As of August 31, 2002, investments in securities included issues that are
 illiquid. A security may be considered illiquid if it lacks a readily
available
 market or if its valuation has not changed for a certain period of time. The
 Fund intends to invest no more than 10% of its net assets (determined at the
 time of purchase and reviewed periodically) in illiquid securities. The
 aggregate value of illiquid securities subject to this limitation as of
August
 31, 2002 was $1,258,400, which represents 0.01% of the Fund's net assets.
--------------------------------------------------------------------------------
 7. BANK BORROWINGS

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

     The Fund had no borrowings outstanding during the year ended or at
August
31, 2002.





STATEMENT OF INVESTMENTS February 28, 2003 / Unaudited

                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Common Stocks--98.3%
--------------------------------------------------------------------------------
 Consumer Discretionary--15.5%
--------------------------------------------------------------------------------
 Auto Components--0.7%
 Aftermarket Technology
 Corp. 1                                              179,100      $
2,030,994
--------------------------------------------------------------------------------
 American Axle &
 Manufacturing
 Holdings, Inc. 1                                     219,400
5,188,810
--------------------------------------------------------------------------------
 ArvinMeritor, Inc.                                   187,400
2,863,472
--------------------------------------------------------------------------------
 Borg-Warner
 Automotive, Inc.                                     103,100
5,383,882
--------------------------------------------------------------------------------
 Cooper Tire &
 Rubber Co.                                            95,300
1,335,153
--------------------------------------------------------------------------------
 Dana Corp.                                         1,129,700
9,670,232
--------------------------------------------------------------------------------
 Delphi Corp.                                       2,361,900
18,257,487
--------------------------------------------------------------------------------
 Goodyear Tire &
 Rubber Co.                                         1,309,900
5,239,600
--------------------------------------------------------------------------------
 Johnson Controls, Inc.                               138,000
10,758,480
--------------------------------------------------------------------------------
 Lear Corp. 1                                         333,900
12,681,522
--------------------------------------------------------------------------------
 Tower Automotive, Inc. 1                              60,900
204,015

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

73,613,647

--------------------------------------------------------------------------------
 Automobiles--1.3%
 Ford Motor Co.                                     5,212,226
43,365,720
--------------------------------------------------------------------------------
 General Motors Corp.                               1,452,900
49,064,433
--------------------------------------------------------------------------------
 Harley-Davidson, Inc.                                786,700
31,145,453
--------------------------------------------------------------------------------
 Winnebago
 Industries, Inc.                                     104,600
3,070,010

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

126,645,616

--------------------------------------------------------------------------------
 Hotels, Restaurants & Leisure--1.1%
 Applebee's
 International, Inc.                                  162,125
4,156,885
--------------------------------------------------------------------------------
 Boyd Gaming Corp. 1                                   63,700
796,887
--------------------------------------------------------------------------------
 Brinker
 International, Inc. 1                                331,600
9,191,952
--------------------------------------------------------------------------------
 Carnival Corp.                                       416,000
9,555,520
--------------------------------------------------------------------------------
 CEC Entertainment,
 Inc. 1                                               196,600
4,975,946
--------------------------------------------------------------------------------
 Choice Hotels
 International, Inc. 1                                 33,000
778,800
--------------------------------------------------------------------------------
 Darden Restaurants, Inc.                             388,000
6,910,280
--------------------------------------------------------------------------------
 GTech Holdings Corp. 1                               658,400
19,159,440
--------------------------------------------------------------------------------
 McDonald's Corp.                                     755,000
10,275,550
--------------------------------------------------------------------------------
 P.F. Chang's
 China Bistro, Inc. 1                                  27,800
920,736

                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Hotels, Restaurants & Leisure Continued
 Panera Bread Co., Cl. A 1                            185,800      $
5,111,358
--------------------------------------------------------------------------------
 Papa John's
 International, Inc. 1                                 13,500
320,895
--------------------------------------------------------------------------------
 Rare Hospitality
 International, Inc. 1                                  5,000
134,150
--------------------------------------------------------------------------------
 Ruby Tuesday, Inc.                                   509,600
9,493,848
--------------------------------------------------------------------------------
 Ryan's Family Steak
 Houses, Inc. 1                                       135,150
1,396,100
--------------------------------------------------------------------------------
 Starbucks Corp. 1                                    816,300
19,142,235
--------------------------------------------------------------------------------
 Wendy's
 International, Inc.                                  134,500
3,406,885

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

105,727,467

--------------------------------------------------------------------------------
 Household Durables--2.4%
 American Greetings
 Corp., Cl. A 1                                       511,900
6,716,128
--------------------------------------------------------------------------------
 Beazer Homes
 USA, Inc. 1                                          108,800
6,349,568
--------------------------------------------------------------------------------
 Black & Decker Corp.                                 204,700
7,512,490
--------------------------------------------------------------------------------
 Centex Corp.                                         415,400
22,963,312
--------------------------------------------------------------------------------
 D.R. Horton, Inc.                                    204,900
3,751,719
--------------------------------------------------------------------------------
 Fortune Brands, Inc.                                 601,600
26,374,144
--------------------------------------------------------------------------------
 Hovnanian Enterprises,
 Inc., Cl. A 1                                        207,300
6,805,659
--------------------------------------------------------------------------------
 KB Home                                              456,800
21,423,920
--------------------------------------------------------------------------------
 Lennar Corp.                                         541,000
29,208,590
--------------------------------------------------------------------------------
 M.D.C. Holdings, Inc.                                 30,300
1,137,462
--------------------------------------------------------------------------------
 Maytag Corp.                                         789,600
19,029,360
--------------------------------------------------------------------------------
 Meritage Corp. 1                                      62,900
1,987,640
--------------------------------------------------------------------------------
 NVR, Inc. 1                                           74,100
24,597,495
--------------------------------------------------------------------------------
 Pulte Homes, Inc.                                    370,315
18,823,111
--------------------------------------------------------------------------------
 Ryland Group, Inc.
 (The)                                                671,000
27,712,300
--------------------------------------------------------------------------------
 Standard Pacific Corp.                               131,100
3,378,447
--------------------------------------------------------------------------------
 Toll Brothers, Inc. 1                                556,100
10,771,657

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

238,543,002

--------------------------------------------------------------------------------
 Internet & Catalog Retail--0.3%
 Amazon.com, Inc. 1                                   226,000
4,974,260
--------------------------------------------------------------------------------
 USA Interactive 1                                  1,054,800
25,874,244

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

30,848,504


                        9 | OPPENHEIMER MAIN STREET FUND



STATEMENT OF INVESTMENTS Unaudited / Continued

                                                                  Market
Value
                                                     Shares         See
Note 1
--------------------------------------------------------------------------------
 Leisure Equipment & Products--1.4%
 Action Performance
 Cos., Inc.                                          343,400      $
5,666,100
--------------------------------------------------------------------------------
 Brunswick Corp.                                     563,400
10,648,260
--------------------------------------------------------------------------------
 Eastman Kodak Co.                                 1,652,100
48,902,160
--------------------------------------------------------------------------------
 Hasbro, Inc.                                        932,400
11,291,364
--------------------------------------------------------------------------------
 Mattel, Inc.                                      2,163,700
46,130,084
--------------------------------------------------------------------------------
 Nautilus Group,
 Inc. (The)                                          195,300
2,867,004
--------------------------------------------------------------------------------
 Polaris Industries, Inc.                            153,000
7,405,200

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

132,910,172

--------------------------------------------------------------------------------
 Media--1.8%
 AOL Time Warner, Inc. 1                           2,103,900
23,816,148
--------------------------------------------------------------------------------
 Comcast Corp., Cl. A 1                            1,364,555
39,872,297
--------------------------------------------------------------------------------
 Cox Communications,
 Inc., Cl. A 1                                       418,700
12,414,455
--------------------------------------------------------------------------------
 Gannett Co., Inc.                                   212,500
15,336,125
--------------------------------------------------------------------------------
 General Motors
 Corp., Cl. H 1                                      332,800
3,391,232
--------------------------------------------------------------------------------
 Harte-Hanks, Inc.                                    37,450
685,710
--------------------------------------------------------------------------------
 McGraw-Hill Cos.,
 Inc. (The)                                          342,600
19,267,824
--------------------------------------------------------------------------------
 New York Times Co., Cl. A                            51,800
2,406,628
--------------------------------------------------------------------------------
 Tribune Co.                                         194,100
8,705,385
--------------------------------------------------------------------------------
 Viacom, Inc., Cl. B 1                             1,072,248
39,812,568
--------------------------------------------------------------------------------
 Washington Post Co.
 (The), Cl. B                                          8,400
5,993,400

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

171,701,772

--------------------------------------------------------------------------------
 Multiline Retail--2.1%
 Big Lots, Inc. 1                                    233,900
2,584,595
--------------------------------------------------------------------------------
 BJ's Wholesale
 Club, Inc. 1                                        239,400
3,346,812
--------------------------------------------------------------------------------
 Costco Wholesale
 Corp. 1                                               4,400
134,288
--------------------------------------------------------------------------------
 Dillard's, Inc., Cl. A                               43,300
604,035
--------------------------------------------------------------------------------
 Federated Department
 Stores, Inc. 1                                      522,400
13,321,200
--------------------------------------------------------------------------------
 May Department
 Stores Co.                                          520,600
10,214,172
--------------------------------------------------------------------------------
 Penney (J.C.) Co., Inc.
 (Holding Co.)                                     1,161,000
23,045,850
--------------------------------------------------------------------------------
 Sears Roebuck & Co.                                 257,700
5,612,706
--------------------------------------------------------------------------------
 Shopko Stores, Inc. 1                                47,100
515,745


                                                                  Market
Value
                                                    Shares          See
Note 1
--------------------------------------------------------------------------------
 Multiline Retail Continued
 Wal-Mart Stores, Inc.                             3,098,300
$148,904,298

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

208,283,701

--------------------------------------------------------------------------------
 Specialty Retail--3.8%
 Abercrombie &
 Fitch Co., Cl. A 1                                   76,300
2,098,250
--------------------------------------------------------------------------------
 AnnTaylor Stores
 Corp. 1                                             704,900
13,675,060
--------------------------------------------------------------------------------
 AutoZone, Inc. 1                                    369,000
24,280,200
--------------------------------------------------------------------------------
 Bed Bath &
 Beyond, Inc. 1                                      280,000
9,251,200
--------------------------------------------------------------------------------
 Best Buy Co., Inc. 1                                606,300
17,625,141
--------------------------------------------------------------------------------
 Christopher &
 Banks Corp. 1                                       348,900
4,975,314
--------------------------------------------------------------------------------
 Deb Shops, Inc.                                      10,000
194,500
--------------------------------------------------------------------------------
 Electronics Boutique
 Holdings Corp. 1                                     88,600
1,311,280
--------------------------------------------------------------------------------
 Foot Locker, Inc.                                   372,700
3,801,540
--------------------------------------------------------------------------------
 Gap, Inc. (The)                                   2,501,000
32,613,040
--------------------------------------------------------------------------------
 Home Depot, Inc.                                  3,437,700
80,614,065
--------------------------------------------------------------------------------
 Hot Topic, Inc. 1                                   223,150
4,931,615
--------------------------------------------------------------------------------
 Limited Brands, Inc.                              1,546,490
18,372,301
--------------------------------------------------------------------------------
 Lowe's Cos., Inc.                                   127,400
5,006,820
--------------------------------------------------------------------------------
 Michaels Stores, Inc. 1                             269,100
6,323,850
--------------------------------------------------------------------------------
 Movie Gallery, Inc. 1                                56,900
864,937
--------------------------------------------------------------------------------
 Office Depot, Inc. 1                                385,600
4,526,944
--------------------------------------------------------------------------------
 Pacific Sunwear of
 California, Inc. 1                                  194,100
3,437,511
--------------------------------------------------------------------------------
 Pep Boys-Manny,
 Moe & Jack                                          125,200
1,130,556
--------------------------------------------------------------------------------
 PetsMart, Inc. 1                                    129,000
1,928,550
--------------------------------------------------------------------------------
 Pier 1 Imports, Inc.                                598,800
9,562,836
--------------------------------------------------------------------------------
 RadioShack Corp.                                    562,300
11,043,572
--------------------------------------------------------------------------------
 Regis Corp.                                          22,700
528,910
--------------------------------------------------------------------------------
 Rent-A-Center, Inc. 1                               167,900
8,386,605
--------------------------------------------------------------------------------
 Ross Stores, Inc.                                   589,300
20,159,953
--------------------------------------------------------------------------------
 Sherwin-Williams Co.                                286,100
7,638,870
--------------------------------------------------------------------------------
 Staples, Inc. 1                                   1,351,000
23,385,810
--------------------------------------------------------------------------------
 Talbots, Inc. (The)                                 360,800
8,991,136
--------------------------------------------------------------------------------
 TJX Cos., Inc. (The)                              2,516,500
40,440,155
--------------------------------------------------------------------------------
 Too, Inc. 1                                          91,074
1,388,879
--------------------------------------------------------------------------------
 United Auto
 Group, Inc. 1                                        41,100
457,443


                       10 | OPPENHEIMER MAIN STREET FUND



                                                                  Market
Value
                                                      Shares        See
Note 1
-------------------------------------------------------------------------------
 Specialty Retail Continued
 Urban Outfitters, Inc. 1                             16,800      $
318,024

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

369,264,867

-------------------------------------------------------------------------------
 Textiles & Apparel--0.6%
 Coach, Inc. 1                                       204,396
7,303,069
-------------------------------------------------------------------------------
 Fossil, Inc. 1                                        5,700
102,486
-------------------------------------------------------------------------------
 Kellwood Co.                                         63,500
1,625,600
-------------------------------------------------------------------------------
 Liz Claiborne, Inc.                                 610,600
17,218,920
-------------------------------------------------------------------------------
 Nike, Inc., Cl. B                                   637,100
29,542,327
-------------------------------------------------------------------------------
 Timberland Co., Cl. A 1                              35,100
1,347,840
-------------------------------------------------------------------------------
 Tommy Hilfiger Corp. 1                               85,200
534,204
-------------------------------------------------------------------------------
 VF Corp.                                             24,800
839,480

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

58,513,926

-------------------------------------------------------------------------------
 Consumer Staples--8.2%
-------------------------------------------------------------------------------
 Beverages--1.4%
 Anheuser-Busch
 Cos., Inc.                                          327,800
15,242,700
-------------------------------------------------------------------------------
 Coca-Cola Co. (The)                               2,355,300
94,730,166
-------------------------------------------------------------------------------
 Coca-Cola
 Enterprises, Inc.                                   435,200
8,782,336
-------------------------------------------------------------------------------
 Pepsi Bottling
 Group, Inc. (The)                                   223,200
5,189,400
-------------------------------------------------------------------------------
 PepsiCo, Inc.                                       489,430
18,754,957

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

142,699,559

-------------------------------------------------------------------------------
 Food & Drug Retailing--1.3%
 Albertson's, Inc.                                   859,600
16,186,268
-------------------------------------------------------------------------------
 CVS Corp.                                         1,564,900
38,966,010
-------------------------------------------------------------------------------
 Kroger Co. (The) 1                                2,822,800
37,317,416
-------------------------------------------------------------------------------
 Safeway, Inc. 1                                   1,729,700
34,403,733
-------------------------------------------------------------------------------
 Walgreen Co.                                         31,800
894,852
-------------------------------------------------------------------------------
 Winn-Dixie Stores, Inc.                             353,400
4,311,480

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

132,079,759

-------------------------------------------------------------------------------
 Food Products--2.2%
 Bunge Ltd.                                           44,800
1,160,320
-------------------------------------------------------------------------------
 Campbell Soup Co.                                 1,989,600
41,264,304
-------------------------------------------------------------------------------
 ConAgra Foods, Inc.                               1,787,400
41,235,318
-------------------------------------------------------------------------------
 Dean Foods Co. 1                                    288,300
12,157,611
-------------------------------------------------------------------------------
 Dole Food Co., Inc.                                 161,900
5,310,320
-------------------------------------------------------------------------------
 Fresh Del Monte
 Produce, Inc.                                       128,400
2,329,176


                                                                  Market
Value
                                                      Shares        See
Note 1
-------------------------------------------------------------------------------
 Food Products Continued
 Hershey Foods Corp.                                 452,900      $
29,261,869
-------------------------------------------------------------------------------
 Kellogg Co.                                         699,000
20,669,430
-------------------------------------------------------------------------------
 Kraft Foods, Inc., Cl. A                            256,200
7,586,082
-------------------------------------------------------------------------------
 Sara Lee Corp.                                      963,481
19,076,924
-------------------------------------------------------------------------------
 Wrigley, William Jr. Co.                            590,400
31,663,152

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

211,714,506

-------------------------------------------------------------------------------
 Household Products--2.0%
 Clorox Co. (The)                                    887,500
37,550,125
-------------------------------------------------------------------------------
 Colgate-Palmolive Co.                               260,200
13,090,662
-------------------------------------------------------------------------------
 Dial Corp. (The)                                    525,800
9,564,302
-------------------------------------------------------------------------------
 Procter & Gamble
 Corp. (The)                                       1,685,200
137,950,472

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

198,155,561

-------------------------------------------------------------------------------
 Personal Products--0.3%
 Avon Products, Inc.                                 481,800
25,053,600
-------------------------------------------------------------------------------
 Tobacco--1.0%
 Altria Group, Inc.                                2,460,300
95,090,595
-------------------------------------------------------------------------------
 Energy--8.3%
-------------------------------------------------------------------------------
 Energy Equipment & Services--0.1%
 Halliburton Co.                                     267,000
5,409,420
-------------------------------------------------------------------------------
 Helmerich &
 Payne, Inc.                                           8,200
225,500

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

5,634,920

-------------------------------------------------------------------------------
 Oil & Gas--8.2%
 Amerada Hess Corp.                                  235,900
10,504,627
-------------------------------------------------------------------------------
 Anadarko Petroleum
 Corp.                                               163,500
7,534,080
-------------------------------------------------------------------------------
 Apache Corp.                                        782,000
51,048,960
-------------------------------------------------------------------------------
 Baytex Energy Ltd. 1                              1,380,000
8,938,784
-------------------------------------------------------------------------------
 Brown (Tom), Inc. 1                               1,315,800
33,816,060
-------------------------------------------------------------------------------
 Burlington
 Resources, Inc.                                     778,700
36,092,745
-------------------------------------------------------------------------------
 Canadian 88
 Energy Corp. 1,3                                  5,539,500
8,737,968
-------------------------------------------------------------------------------
 Canadian Natural
 Resources Ltd.                                    1,372,585
47,125,602
-------------------------------------------------------------------------------
 Chesapeake Energy
 Corp.                                             1,749,600
14,206,752
-------------------------------------------------------------------------------
 ChevronTexaco Corp.                               1,123,404
72,088,835
-------------------------------------------------------------------------------
 Cimarex Energy Co. 1                                 40,710
809,315
-------------------------------------------------------------------------------
 ConocoPhillips                                      337,691
17,120,934
-------------------------------------------------------------------------------
 Devon Energy Corp.                                  233,600
11,259,520


                       11 | OPPENHEIMER MAIN STREET FUND




STATEMENT OF INVESTMENTS Unaudited / Continued

                                                                  Market
Value
                                                      Shares        See
Note 1
-------------------------------------------------------------------------------
 Oil & Gas Continued
 Enbridge Energy
 Management LLC                                      271,927      $
10,605,153
-------------------------------------------------------------------------------
 EOG Resources, Inc.                                 398,400
16,453,920
-------------------------------------------------------------------------------
 Exxon Mobil Corp.                                 7,600,496
258,568,874
-------------------------------------------------------------------------------
 Frontier Oil Corp. 3                              1,842,100
30,118,335
-------------------------------------------------------------------------------
 Kerr-McGee Corp.                                    367,300
15,147,452
-------------------------------------------------------------------------------
 Marathon Oil Corp.                                  936,000
21,612,240
-------------------------------------------------------------------------------
 Murphy Oil Corp.                                    662,700
28,515,981
-------------------------------------------------------------------------------
 Noble Energy, Inc.                                   63,900
2,255,670
-------------------------------------------------------------------------------
 Occidental Petroleum
 Corp.                                             1,222,100
36,540,790
-------------------------------------------------------------------------------
 Ocean Energy, Inc.                                  287,800
5,776,146
-------------------------------------------------------------------------------
 Paramount Energy
 Trust 1                                             302,784
2,743,713
-------------------------------------------------------------------------------
 Paramount
 Resources Ltd.                                    1,838,400
14,992,992
-------------------------------------------------------------------------------
 Sunoco, Inc.                                        140,900
4,986,451
-------------------------------------------------------------------------------
 Talisman Energy, Inc.                               770,000
30,597,396
-------------------------------------------------------------------------------
 Teekay Shipping Corp.                                31,500
1,221,885
-------------------------------------------------------------------------------
 Unocal Corp.                                        380,100
10,015,635

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

809,436,815

-------------------------------------------------------------------------------
 Financials--23.5%
-------------------------------------------------------------------------------
 Banks--10.2%
 AmSouth Bancorp                                     981,800
20,225,080
-------------------------------------------------------------------------------
 Astoria Financial Corp.                             423,700
10,643,344
-------------------------------------------------------------------------------
 Bank of America Corp.                             2,450,100
169,644,924
-------------------------------------------------------------------------------
 Bank of New York
 Co., Inc. (The)                                   1,670,000
38,042,600
-------------------------------------------------------------------------------
 Bank One Corp.                                    2,565,700
92,442,171
-------------------------------------------------------------------------------
 BB&T Corp.                                          489,300
16,063,719
-------------------------------------------------------------------------------
 Charter One
 Financial, Inc.                                      45,671
1,320,349
-------------------------------------------------------------------------------
 Comerica, Inc.                                      365,500
14,978,190
-------------------------------------------------------------------------------
 Compass
 Bancshares, Inc.                                     89,800
2,857,436
-------------------------------------------------------------------------------
 Downey Financial Corp.                                2,700
108,405
-------------------------------------------------------------------------------
 First Tennessee
 National Corp.                                      262,200
10,013,418
-------------------------------------------------------------------------------
 First Virginia Banks, Inc.                           33,850
1,384,465
-------------------------------------------------------------------------------
 FleetBoston
 Financial Corp.                                   2,393,600
58,786,816
-------------------------------------------------------------------------------
 Golden West
 Financial Corp.                                     743,200
53,807,680


                                                                  Market
Value
                                                      Shares        See
Note 1
-------------------------------------------------------------------------------
 Banks Continued
 Greenpoint Financial
 Corp.                                               372,600      $
15,828,048
-------------------------------------------------------------------------------
 Hibernia Corp., Cl. A                               307,500
5,571,900
-------------------------------------------------------------------------------
 Huntington
 Bancshares, Inc.                                    102,300
1,964,160
-------------------------------------------------------------------------------
 Independence
 Community Bank
 Corp.                                               132,000
3,429,360
-------------------------------------------------------------------------------
 Indymac Mortgage
 Holdings, Inc.                                       71,200
1,359,920
-------------------------------------------------------------------------------
 KeyCorp                                           1,774,600
42,111,258
-------------------------------------------------------------------------------
 Mellon Financial
 Corp.                                               830,500
18,694,555
-------------------------------------------------------------------------------
 National City Corp.                               1,145,200
31,630,424
-------------------------------------------------------------------------------
 North Fork
 Bancorporation, Inc.                                881,600
28,422,784
-------------------------------------------------------------------------------
 PNC Financial
 Services Group                                       36,600
1,644,438
-------------------------------------------------------------------------------
 Regions Financial
 Corp.                                                94,500
3,059,910
-------------------------------------------------------------------------------
 Roslyn Bancorp, Inc.                                 25,500
507,960
-------------------------------------------------------------------------------
 Sovereign Bancorp,
 Inc.                                              1,335,400
18,134,732
-------------------------------------------------------------------------------
 SunTrust Banks, Inc.                                620,000
34,875,000
-------------------------------------------------------------------------------
 U.S. Bancorp                                      3,077,470
64,380,672
-------------------------------------------------------------------------------
 Union Planters Corp.                                228,600
6,291,072
-------------------------------------------------------------------------------
 UnionBanCal Corp.                                   296,200
12,327,844
-------------------------------------------------------------------------------
 Wachovia Corp.                                    3,164,500
112,276,460
-------------------------------------------------------------------------------
 Washington
 Mutual, Inc.                                        907,000
31,318,710
-------------------------------------------------------------------------------
 Webster Financial
 Corp.                                                51,900
1,847,640
-------------------------------------------------------------------------------
 Wells Fargo Co.                                   1,565,600
70,999,960

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

996,995,404

-------------------------------------------------------------------------------
 Diversified Financials--7.3%
 American Express Co.                              1,524,500
51,192,710
-------------------------------------------------------------------------------
 Bear Stearns Cos.,
 Inc. (The)                                          267,900
16,781,256
-------------------------------------------------------------------------------
 Citigroup, Inc.                                   6,614,546
220,528,964
-------------------------------------------------------------------------------
 Countrywide
 Financial Corp.                                     561,400
29,973,146
-------------------------------------------------------------------------------
 Doral Financial Corp.                               111,450
3,612,094
-------------------------------------------------------------------------------
 E*TRADE Group, Inc. 1                               226,300
950,460
-------------------------------------------------------------------------------
 Fannie Mae                                        1,240,000
79,484,000



                       12 | OPPENHEIMER MAIN STREET FUND



                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Diversified Financials Continued
 Freddie Mac                                          985,000      $
53,830,250
--------------------------------------------------------------------------------
 Goldman Sachs
 Group, Inc. (The)                                    204,700
14,216,415
--------------------------------------------------------------------------------
 Household
 International, Inc.                                1,134,100
31,675,413
--------------------------------------------------------------------------------
 J.P. Morgan Chase
 & Co.                                              2,728,000
61,871,040
--------------------------------------------------------------------------------
 Janus Capital
 Group, Inc.                                          452,900
5,357,807
--------------------------------------------------------------------------------
 Lehman Brothers
 Holdings, Inc.                                       214,300
11,865,791
--------------------------------------------------------------------------------
 MBNA Corp.                                         1,395,400
19,326,290
--------------------------------------------------------------------------------
 Moody's Corp.                                        230,000
10,143,000
--------------------------------------------------------------------------------
 Morgan Stanley                                     1,745,700
64,329,045
--------------------------------------------------------------------------------
 New Century
 Financial Corp.                                      264,600
7,046,298
--------------------------------------------------------------------------------
 Principal Financial
 Group, Inc. (The)                                    561,800
15,488,826
--------------------------------------------------------------------------------
 SLM Corp.                                            138,400
15,078,680

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

712,751,485

--------------------------------------------------------------------------------
 Insurance--5.9%
 ACE Ltd.                                             869,300
24,088,303
--------------------------------------------------------------------------------
 AFLAC, Inc.                                          921,900
28,809,375
--------------------------------------------------------------------------------
 Allstate Corp.                                     1,835,700
58,063,191
--------------------------------------------------------------------------------
 AMBAC Financial
 Group, Inc.                                          401,200
19,598,620
--------------------------------------------------------------------------------
 American
 International
 Group, Inc.                                        1,949,905
96,110,817
--------------------------------------------------------------------------------
 Chubb Corp.                                          642,000
30,700,440
--------------------------------------------------------------------------------
 Cincinnati Financial
 Corp.                                                100,400
3,558,176
--------------------------------------------------------------------------------
 CNA Financial Corp. 1                                 11,000
252,890
--------------------------------------------------------------------------------
 Fidelity National
 Financial, Inc.                                      960,011
31,517,161
--------------------------------------------------------------------------------
 Hartford Financial
 Services Group, Inc.                                 321,000
11,597,730
--------------------------------------------------------------------------------
 Jefferson-Pilot Corp.                                149,700
5,643,690
--------------------------------------------------------------------------------
 John Hancock
 Financial Services, Inc.                           1,186,600
33,343,460
--------------------------------------------------------------------------------
 Lincoln National
 Corp.                                                385,800
10,929,714
--------------------------------------------------------------------------------
 Loews Corp.                                        1,015,300
44,378,763


                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Insurance Continued
 Marsh & McLennan
 Cos., Inc.                                           168,500      $
6,857,950
--------------------------------------------------------------------------------
 MBIA, Inc.                                           275,700
10,512,441
--------------------------------------------------------------------------------
 MetLife, Inc.                                      1,259,300
32,955,881
--------------------------------------------------------------------------------
 Nationwide Financial
 Services, Inc., Cl. A                                223,800
5,438,340
--------------------------------------------------------------------------------
 Old Republic
 International Corp.                                  196,000
5,350,800
--------------------------------------------------------------------------------
 Progressive Corp.                                    828,000
43,064,280
--------------------------------------------------------------------------------
 Protective Life Corp.                                 16,100
436,632
--------------------------------------------------------------------------------
 Radian Group, Inc.                                   172,200
6,004,614
--------------------------------------------------------------------------------
 RenaissanceRe
 Holdings Ltd.                                        387,800
14,379,624
--------------------------------------------------------------------------------
 Safeco Corp.                                         314,900
10,353,912
--------------------------------------------------------------------------------
 St. Paul Cos., Inc.                                  275,300
8,495,758
--------------------------------------------------------------------------------
 Travelers Property
 Casualty Corp., Cl. A                              1,176,318
18,409,377
--------------------------------------------------------------------------------
 Travelers Property
 Casualty Corp., Cl. B                                526,620
8,373,258
--------------------------------------------------------------------------------
 XL Capital Ltd., Cl. A                               123,000
8,725,620

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

577,950,817

--------------------------------------------------------------------------------
 Real Estate--0.1%
 Equity Office
 Properties Trust                                     526,000
12,902,780
--------------------------------------------------------------------------------
 FBR Asset
 Investment Corp.                                      34,500
1,106,760
--------------------------------------------------------------------------------
 St. Joe Co. (The)                                     63,100
1,783,206

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

15,792,746

--------------------------------------------------------------------------------
 Health Care--12.8%
--------------------------------------------------------------------------------
 Biotechnology--1.0%
 Affymetrix, Inc. 1                                    29,500
778,800
--------------------------------------------------------------------------------
 Amgen, Inc. 1                                      1,455,600
79,533,984
--------------------------------------------------------------------------------
 Gilead Sciences, Inc. 1                              365,000
12,410,000
--------------------------------------------------------------------------------
 Myriad Genetics, Inc. 1                              144,800
1,416,144
--------------------------------------------------------------------------------
 Wyeth                                                140,600
4,956,150

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

99,095,078

--------------------------------------------------------------------------------
 Health Care Equipment & Supplies--1.8%
 Advanced Medical
 Optics, Inc. 1                                         2,744
31,693
--------------------------------------------------------------------------------
 Baxter International,
 Inc.                                               1,458,700
41,412,493



                       13 | OPPENHEIMER MAIN STREET FUND


STATEMENT OF INVESTMENTS Unaudited / Continued

                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Health Care Equipment & Supplies Continued
 Becton, Dickinson
 & Co.                                                991,600     $
34,111,040
--------------------------------------------------------------------------------
 Bio-Rad Laboratories,
 Inc., Cl. A 1                                         36,700
1,319,365
--------------------------------------------------------------------------------
 Boston Scientific Corp. 1                            882,400
38,975,608
--------------------------------------------------------------------------------
 Cooper Cos., Inc. (The)                              223,700
6,498,485
--------------------------------------------------------------------------------
 Guidant Corp. 1                                    1,092,100
39,053,496
--------------------------------------------------------------------------------
 Steris Corp. 1                                        19,600
494,900
--------------------------------------------------------------------------------
 Stryker Corp.                                        146,800
9,571,360

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

171,468,440

--------------------------------------------------------------------------------
 Health Care Providers & Services--2.7%
 Aetna, Inc.                                          775,200
32,651,424
--------------------------------------------------------------------------------
 Apria Healthcare
 Group, Inc. 1                                        244,000
5,375,320
--------------------------------------------------------------------------------
 Cigna Corp.                                          605,300
26,009,741
--------------------------------------------------------------------------------
 Covance, Inc. 1                                      191,900
4,519,245
--------------------------------------------------------------------------------
 DaVita, Inc. 1                                       268,500
5,571,375
--------------------------------------------------------------------------------
 Express Scripts, Inc. 1                              127,800
6,609,816
--------------------------------------------------------------------------------
 HCA, Inc.                                          1,063,800
43,871,112
--------------------------------------------------------------------------------
 Health Net, Inc. 1                                   401,000
10,069,110
--------------------------------------------------------------------------------
 Humana, Inc. 1                                       292,000
2,861,600
--------------------------------------------------------------------------------
 IMS Health, Inc.                                     234,770
3,521,550
--------------------------------------------------------------------------------
 Lincare Holdings, Inc. 1                              69,900
2,090,010
--------------------------------------------------------------------------------
 Manor Care, Inc. 1                                   149,000
2,731,170
--------------------------------------------------------------------------------
 McKesson Corp.                                       725,000
19,314,000
--------------------------------------------------------------------------------
 Mid Atlantic Medical
 Services, Inc. 1                                      15,300
546,975
--------------------------------------------------------------------------------
 Option Care, Inc. 1                                      425
3,336
--------------------------------------------------------------------------------
 Oxford Health
 Plans, Inc. 1                                      1,095,500
30,674,000
--------------------------------------------------------------------------------
 Pediatrix Medical
 Group, Inc. 1                                        304,200
8,593,650
--------------------------------------------------------------------------------
 Per-Se Technologies,
 Inc. 1                                                88,600
607,796
--------------------------------------------------------------------------------
 Sierra Health
 Services, Inc. 1                                     149,200
1,803,828
--------------------------------------------------------------------------------
 Tenet Healthcare
 Corp. 1                                              608,800
11,061,896
--------------------------------------------------------------------------------
 WellPoint Health
 Networks, Inc. 1                                     745,800
50,721,858

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

269,208,812

                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Pharmaceuticals--7.3%

 Abbott Laboratories                                1,175,500      $
41,871,310
--------------------------------------------------------------------------------
 Bristol-Myers
 Squibb Co.                                           944,900
22,016,170
--------------------------------------------------------------------------------
 Eli Lilly & Co.                                      660,500
37,357,880
--------------------------------------------------------------------------------
 Forest
 Laboratories, Inc. 1                                 668,900
33,311,220
--------------------------------------------------------------------------------
 Johnson & Johnson                                  2,353,768
123,455,132
--------------------------------------------------------------------------------
 Merck & Co., Inc.                                  2,987,100
157,569,525
--------------------------------------------------------------------------------
 Pfizer, Inc.                                       7,048,325
210,181,051
--------------------------------------------------------------------------------
 Pharmaceutical
 Resources, Inc. 1                                     89,500
3,351,775
--------------------------------------------------------------------------------
 Pharmacia Corp.                                    1,625,300
67,157,396
--------------------------------------------------------------------------------
 Schering-Plough Corp.                                515,500
9,289,310
--------------------------------------------------------------------------------
 Taro Pharmaceutical
 Industries Ltd. 1                                    204,100
7,494,552

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

713,055,321

--------------------------------------------------------------------------------
 Industrials--8.9%
--------------------------------------------------------------------------------
 Aerospace & Defense--2.0%
 Boeing Co.                                         1,862,200
51,322,232
--------------------------------------------------------------------------------
 Goodrich Corp.                                     1,048,900
16,121,593
--------------------------------------------------------------------------------
 Honeywell
 International, Inc.                                2,185,900
50,035,251
--------------------------------------------------------------------------------
 InVision
 Technologies, Inc. 1                                 188,200
4,115,934
--------------------------------------------------------------------------------
 Lockheed Martin
 Corp.                                                256,400
11,722,608
--------------------------------------------------------------------------------
 Precision Castparts
 Corp.                                                 60,300
1,423,080
--------------------------------------------------------------------------------
 Raytheon Co.                                         293,400
7,945,272
--------------------------------------------------------------------------------
 Rockwell Collins, Inc.                               207,100
4,069,515
--------------------------------------------------------------------------------
 United Technologies
 Corp.                                                874,400
51,222,352

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

197,977,837

--------------------------------------------------------------------------------
 Air Freight & Couriers--0.7%
 FedEx Corp.                                        1,042,100
53,563,940
--------------------------------------------------------------------------------
 United Parcel Service,
 Inc., Cl. B                                          303,000
17,434,620

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

70,998,560


                       14 | OPPENHEIMER MAIN STREET FUND



                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Building Products--0.3%
 Lennox
 International, Inc.                                   43,800      $
585,168
--------------------------------------------------------------------------------
 Masco Corp.                                        1,725,500
31,714,690

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

32,299,858

--------------------------------------------------------------------------------
 Commercial Services & Supplies--1.4%
 Arbitron, Inc. 1                                      28,100
875,877
--------------------------------------------------------------------------------
 Convergys Corp. 1                                    476,500
5,860,950
--------------------------------------------------------------------------------
 Deluxe Corp.                                         313,600
12,638,080
--------------------------------------------------------------------------------
 First Data Corp.                                   1,255,300
43,496,145
--------------------------------------------------------------------------------
 H&R Block, Inc.                                    1,007,200
40,862,104
--------------------------------------------------------------------------------
 Harland (John H.) Co.                                127,400
2,927,652
--------------------------------------------------------------------------------
 ITT Educational
 Services, Inc. 1                                     121,600
3,277,120
--------------------------------------------------------------------------------
 Pittston Brink's Group                                57,900
820,443
--------------------------------------------------------------------------------
 Right Management
 Consultants, Inc. 1                                   33,750
396,563
--------------------------------------------------------------------------------
 Sabre Holdings Corp. 1                               181,900
3,012,264
--------------------------------------------------------------------------------
 Viad Corp.                                           134,600
2,813,140
--------------------------------------------------------------------------------
 Waste
 Management, Inc.                                     751,500
14,954,850

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

131,935,188

--------------------------------------------------------------------------------
 Construction & Engineering--0.0%
 EMCOR Group, Inc. 1                                   33,700
1,627,710
--------------------------------------------------------------------------------
 Electrical Equipment--0.2%
 Cooper Industries
 Ltd., Cl. A                                           14,100
533,685
--------------------------------------------------------------------------------
 Emerson Electric Co.                                 168,500
7,931,295
--------------------------------------------------------------------------------
 Energizer Holdings, Inc. 1                            76,200
2,023,110
--------------------------------------------------------------------------------
 Molex, Inc., Cl. A                                   299,600
5,692,400
--------------------------------------------------------------------------------
 Rockwell
 Automation, Inc.                                      10,000
230,100

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

16,410,590

--------------------------------------------------------------------------------
 Industrial Conglomerates--2.8%
 3M Co.                                               442,300
55,451,151
--------------------------------------------------------------------------------
 Carlisle Cos., Inc.                                   57,600
2,454,336
--------------------------------------------------------------------------------
 General Electric Co.                               8,971,100
215,754,955

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

273,660,442

--------------------------------------------------------------------------------
 Machinery--0.6%
 Cummins, Inc.                                         26,600
637,602
--------------------------------------------------------------------------------
 Deere & Co.                                          495,300
20,495,514


                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Machinery Continued
 Eaton Corp.                                          151,000      $
10,713,450
--------------------------------------------------------------------------------
 EnPro Industries, Inc. 1                              99,080
395,329
--------------------------------------------------------------------------------
 Ingersoll-Rand Co.,
 Cl. A                                                559,600
22,076,220
--------------------------------------------------------------------------------
 ITT Industries, Inc.                                 102,000
5,735,460
--------------------------------------------------------------------------------
 Oshkosh Truck Corp.                                    8,700
531,570
--------------------------------------------------------------------------------
 Pentair, Inc.                                         31,900
1,159,565
--------------------------------------------------------------------------------
 Timken Co.                                            91,500
1,466,745

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

63,211,455

--------------------------------------------------------------------------------
 Road & Rail--0.9%
 Burlington Northern
 Santa Fe Corp.                                       663,500
16,587,500
--------------------------------------------------------------------------------
 CNF Transportation,
 Inc.                                                  28,000
805,560
--------------------------------------------------------------------------------
 CSX Corp.                                            662,700
17,800,122
--------------------------------------------------------------------------------
 Hunt (J.B.) Transport
 Services, Inc. 1                                      54,200
1,330,068
--------------------------------------------------------------------------------
 Norfolk Southern Corp.                             1,436,700
27,383,502
--------------------------------------------------------------------------------
 Roadway Corp.                                        109,800
3,392,820
--------------------------------------------------------------------------------
 Ryder Systems, Inc.                                  116,300
2,638,847
--------------------------------------------------------------------------------
 Union Pacific Corp.                                  323,400
17,848,446

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

87,786,865

--------------------------------------------------------------------------------
 Information Technology--10.6%
--------------------------------------------------------------------------------
 Communications Equipment--1.1%
 Cisco Systems, Inc. 1                              4,091,800
57,203,364
--------------------------------------------------------------------------------
 Motorola, Inc.                                     5,988,300
50,421,486

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

107,624,850

--------------------------------------------------------------------------------
 Computers & Peripherals--3.3%
 Dell Computer Corp. 1                              3,008,100
81,098,376
--------------------------------------------------------------------------------
 EMC Corp. 1                                        5,716,300
42,243,457
--------------------------------------------------------------------------------
 International Business
 Machines Corp.                                     1,849,700
144,184,115
--------------------------------------------------------------------------------
 Lexmark International,
 Inc., Cl. A 1                                        496,200
30,967,842
--------------------------------------------------------------------------------
 Maxtor Corp. 1                                        63,500
381,000
--------------------------------------------------------------------------------
 Seagate Technology
 International, Inc.,
 Escrow Shares 1,2
903,300                --
--------------------------------------------------------------------------------
 Storage Technology
 Corp. 1                                               36,100
834,993


                       15 | OPPENHEIMER MAIN STREET FUND




STATMENT OF INVESTMENTS Unaudited / Continued

                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Computers & Peripherals Continued
 Sun Microsystems,
 Inc. 1                                             8,215,500      $
28,261,320

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

327,971,103

--------------------------------------------------------------------------------
 Electronic Equipment & Instruments--0.2%
 Avnet, Inc. 1                                        547,300
5,637,190
--------------------------------------------------------------------------------
 Benchmark
 Electronics, Inc. 1                                  340,800
11,873,472
--------------------------------------------------------------------------------
 Solectron Corp. 1                                    637,900
2,009,385

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

19,520,047

--------------------------------------------------------------------------------
 Internet Software & Services--0.1%
 Yahoo!, Inc. 1                                       646,200
13,473,270
--------------------------------------------------------------------------------
 IT Consulting & Services--0.2%
 Cognizant Technology
 Solutions Corp. 1                                    213,757
15,005,741
--------------------------------------------------------------------------------
 Sungard Data
 Systems, Inc. 1                                       13,700
269,616

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

15,275,357

--------------------------------------------------------------------------------
 Office Electronics--0.3%
 Ikon Office
 Solutions, Inc.                                      166,700
1,168,567
--------------------------------------------------------------------------------
 Xerox Corp. 1                                      3,382,300
30,440,700

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

31,609,267

--------------------------------------------------------------------------------
 Semiconductor Equipment & Products--1.7%
 Atmel Corp. 1                                      1,151,100
2,025,936
--------------------------------------------------------------------------------
 Cabot
 Microelectronics
 Corp. 1                                                9,700
407,400
--------------------------------------------------------------------------------
 Cypress Semiconductor
 Corp. 1                                              198,200
1,270,462
--------------------------------------------------------------------------------
 Integrated Device
 Technology, Inc. 1                                   138,900
1,208,430
--------------------------------------------------------------------------------
 Intel Corp.                                        8,694,700
149,983,575
--------------------------------------------------------------------------------
 Silicon
 Laboratories, Inc. 1                                 257,200
6,975,264

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

161,871,067

--------------------------------------------------------------------------------
 Software--3.7%
 Amdocs Ltd. 1                                        791,700
10,395,021
--------------------------------------------------------------------------------
 Cadence Design
 Systems, Inc. 1                                       24,300
257,337
--------------------------------------------------------------------------------
 Citrix Systems, Inc. 1                               319,200
3,830,400
--------------------------------------------------------------------------------
 Electronic Arts, Inc. 1                              686,500
36,247,200


                                                                   Market
Value
                                                       Shares        See
Note 1
--------------------------------------------------------------------------------
 Software Continued
 FactSet Research
 Systems, Inc.                                         61,400      $
1,571,226
--------------------------------------------------------------------------------
 Microsoft Corp.                                    9,502,000
225,197,400
--------------------------------------------------------------------------------
 Oracle Corp. 1                                     5,382,100
64,369,916
--------------------------------------------------------------------------------
 Sybase, Inc. 1                                       141,400
2,077,166
--------------------------------------------------------------------------------
 Symantec Corp. 1                                      90,000
3,642,300
--------------------------------------------------------------------------------
 Take-Two Interactive
 Software, Inc. 1                                     499,800
10,450,818

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

358,038,784

--------------------------------------------------------------------------------
 Materials--3.5%
--------------------------------------------------------------------------------
 Chemicals--1.3%
 Air Products &
 Chemicals, Inc.                                       17,800
689,928
--------------------------------------------------------------------------------
 Dow Chemical Co.                                   1,093,100
29,841,630
--------------------------------------------------------------------------------
 Du Pont (E.I.) de
 Nemours & Co.                                      1,005,682
36,878,359
--------------------------------------------------------------------------------
 Georgia Gulf Corp.                                    10,400
198,016
--------------------------------------------------------------------------------
 Hercules, Inc. 1                                      21,300
171,039
--------------------------------------------------------------------------------
 IMC Global, Inc.                                     465,100
4,097,531
--------------------------------------------------------------------------------
 International Flavors
 & Fragrances, Inc.                                   569,100
17,846,976
--------------------------------------------------------------------------------
 OM Group, Inc.                                       117,800
996,588
--------------------------------------------------------------------------------
 PPG Industries, Inc.                                 474,500
22,016,800
--------------------------------------------------------------------------------
 Praxair, Inc.                                         86,000
4,545,100
--------------------------------------------------------------------------------
 Rohm & Haas Co.                                      236,200
6,741,148

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

124,023,115

--------------------------------------------------------------------------------
 Containers & Packaging--0.3%
 Ball Corp.                                           435,800
23,219,424
--------------------------------------------------------------------------------
 Crown Holdings, Inc. 1                               304,300
1,740,596
--------------------------------------------------------------------------------
 Owens-Illinois, Inc. 1                                86,300
776,700
--------------------------------------------------------------------------------
 Sealed Air Corp. 1                                    53,400
1,936,818
--------------------------------------------------------------------------------
 Temple-Inland, Inc.                                   31,200
1,307,280

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

28,980,818

--------------------------------------------------------------------------------
 Metals & Mining--1.1%
 AK Steel Holding Corp. 1                              12,500
68,625
--------------------------------------------------------------------------------
 Alcan, Inc.                                        1,299,400
36,928,948
--------------------------------------------------------------------------------
 Alcoa, Inc.                                        1,815,700
37,221,850
--------------------------------------------------------------------------------
 Barrick Gold Corp.                                   909,300
14,657,916
--------------------------------------------------------------------------------
 Newmont Mining
 Corp. (Holding Co.)                                  722,100
19,734,993


                       16 | OPPENHEIMER MAIN STREET FUND


                                                                  Market
Value
                                                      Shares        See
Note 1
--------------------------------------------------------------------------------
 Metals & Mining Continued
 Quanex Corp.                                          17,800   $
562,480

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

109,174,812

--------------------------------------------------------------------------------
 Paper & Forest Products--0.8%
 Boise Cascade Corp.                                   49,900
1,203,588
--------------------------------------------------------------------------------
 International
 Paper Co.                                          1,135,200
39,766,056
--------------------------------------------------------------------------------
 Weyerhaeuser Co.                                     855,200
42,631,720

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

83,601,364

--------------------------------------------------------------------------------
 Telecommunication Services--4.0%
--------------------------------------------------------------------------------
 Diversified Telecommunication Services--3.5%
 BellSouth Corp.                                    3,702,000
80,222,340
--------------------------------------------------------------------------------
 Citizens
 Communications Co. 1                                  12,200
119,682
--------------------------------------------------------------------------------
 SBC Communications,
 Inc.                                               5,527,300
114,967,840
--------------------------------------------------------------------------------
 Sprint Corp.
 (Fon Group)                                        1,699,200
21,579,840
--------------------------------------------------------------------------------
 Verizon
 Communications, Inc.                               3,673,910
127,043,808

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

343,933,510

--------------------------------------------------------------------------------
 Wireless Telecommunication Services--0.5%
 AT&T Corp.                                         2,631,120
48,780,965
--------------------------------------------------------------------------------
 Utilities--3.0%
--------------------------------------------------------------------------------
 Electric Utilities--2.9%
 CenterPoint Energy, Inc.                               1,000
4,650
--------------------------------------------------------------------------------
 Consolidated Edison
 Co. of New York, Inc.                                141,300
5,510,700
--------------------------------------------------------------------------------
 Constellation Energy
 Group, Inc.                                          794,300
20,826,546
--------------------------------------------------------------------------------
 DTE Energy Co.                                       204,900
8,491,056
--------------------------------------------------------------------------------
 Duke Energy Corp.                                    532,300
7,191,373
--------------------------------------------------------------------------------
 Edison International 1                               312,000
3,856,320
--------------------------------------------------------------------------------
 Entergy Corp.                                        942,100
42,912,655
--------------------------------------------------------------------------------
 Exelon Corp.                                       1,453,075
71,418,636
--------------------------------------------------------------------------------
 FirstEnergy Corp.                                  1,516,700
44,742,650
--------------------------------------------------------------------------------
 FPL Group, Inc.                                      796,000
44,583,960
--------------------------------------------------------------------------------
 PG&E Corp. 1                                         336,100
4,285,275
--------------------------------------------------------------------------------
 Progress Energy, Inc.                                490,400
19,076,560
--------------------------------------------------------------------------------
 Progress Energy, Inc.,
 Contingent Value
 Obligation 1,2                                       700,000
87,500
--------------------------------------------------------------------------------
 Puget Energy, Inc.                                    18,800
380,512


                                                                  Market
Value
                                                      Shares        See
Note 1
--------------------------------------------------------------------------------
 Electric Utilities Continued
 Southern Co.                                         343,800   $
9,698,598
--------------------------------------------------------------------------------
 Texas Genco
 Holdings, Inc.                                        41,120
674,368
--------------------------------------------------------------------------------
 Wisconsin Energy
 Corp.                                                288,700
6,596,795

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

290,338,154

--------------------------------------------------------------------------------
 Gas Utilities--0.1%
 Kinder Morgan
 Management LLC                                       199,418
6,365,423
--------------------------------------------------------------------------------
 Nicor, Inc.                                           89,000
2,678,010

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

9,043,433
--------------------------------------------------------------------------------
 Total Common Stocks
 (Cost $9,925,715,729)
9,641,404,513

--------------------------------------------------------------------------------
 Preferred Stocks--0.0%
 Wachovia Corp., Dividend
 Equalization Preferred
 Shares 1,2 (Cost $0)                                 100,000
10,000

                                                        Units
--------------------------------------------------------------------------------
 Rights, Warrants and Certificates--0.1%
 Dime Bancorp, Inc.
 Wts., Exp. 1/2/10 1                                  500,000
60,000
--------------------------------------------------------------------------------
 Paramount Energy
 Trust Rts., Exp. 3/10/03 1                           908,352
5,152,084

----------------
 Total Rights, Warrants
 and Certificates
 (Cost $3,125,384)
5,212,084

                                                    Principal
                                                       Amount
--------------------------------------------------------------------------------
 Short-Term Notes--0.7%
 Fairway Finance Corp.,
 1.35%, 3/3/03                                 $   18,790,000
18,788,591
--------------------------------------------------------------------------------
 Neptune Funding Corp.:
 1.31%, 3/21/03                                    25,000,000
24,981,806
 1.75%, 3/3/03                                     23,367,000
23,365,286

----------------
 Total Short-Term Notes
 (Cost $67,135,683)
67,135,683


                       17 | OPPENHEIMER MAIN STREET FUND


STATMENT OF INVESTMENTS Unaudited / Continued


                                                    Principal      Market
Value
                                                       Amount        See
Note 1
--------------------------------------------------------------------------------
 Joint Repurchase Agreements--0.6%

 Undivided interest of 16.58% in joint
 repurchase agreement (Market Value
 $378,392,000) with Banc One Capital
 Markets, Inc., 1.31%, dated 2/28/03,
 to be repurchased at $62,728,847 on
 3/3/03, collateralized by U.S. Treasury
 Nts., 3%--5.625%, 8/31/03--5/15/08,
 with a value of $346,658,393 and U.S.
 Treasury Bonds, 3.625%, 3/31/04,
 with a value of $39,549,064
 (Cost $62,722,000)                             $62,722,000      $
62,722,000
--------------------------------------------------------------------------------
 Total Investments,
 at Value
 (Cost $10,058,698,795)                                99.7%
9,776,484,280
--------------------------------------------------------------------------------
 Other Assets
 Net of Liabilities                                     0.3
29,943,298

--------------------------------
 Net Assets                                           100.0%
$9,806,427,578

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



Footnotes to Statement of Investments
1. Non-income producing security.
2. Identifies issues considered to be illiquid--See Note 6 of Notes to
Financial
Statements.
3. Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer, and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the period ended February 28,
2003.
The aggregate fair value of securities of affiliated companies held by the
Fund
as of February 28, 2003 amounts to $38,856,303. Transactions during the
period
in which the issuer was an affiliate are as follows:



Unrealized
                                  Shares        Gross
Gross              Shares    Appreciation   Dividend        Realized
                         August 31, 2002    Additions     Reductions
February 28, 2003  (Depreciation)     Income     Gain (Loss)
------------------------------------------------------------------------------------------------------------------------------------


Stocks and/or Warrants
Canadian 88 Energy Corp.       6,539,500           --
1,000,000           5,539,500    $ (8,153,135)  $     --   $  (1,813,839)
Frontier Oil Corp.             1,856,000           --
(13,900)          1,842,100      20,196,626    184,660         122,826

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

$ 12,043,491   $184,660   $  (1,691,013)

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


See accompanying Notes to Financial Statements.



                       18 | OPPENHEIMER MAIN STREET FUND



STATEMENT OF ASSETS AND LIABILITIES Unaudited




 February 28, 2003
------------------------------------------------------------------------------------------------------
 Assets


 Investments, at value--see accompanying statement:
 Unaffiliated companies (cost
$10,031,885,983)                                     $    9,737,627,977
 Affiliated companies (cost
$26,812,812)                                                   38,856,303

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

9,776,484,280
------------------------------------------------------------------------------------------------------

Cash
4,572,663
------------------------------------------------------------------------------------------------------
 Receivables and other assets:
 Investments
sold
42,021,227
 Interest and
dividends
20,595,093
 Shares of capital stock
sold                                                              10,665,631

Other
342,296

-------------------
 Total
assets
9,854,681,190

------------------------------------------------------------------------------------------------------
 Liabilities

 Payables and other liabilities:
 Shares of capital stock
redeemed                                                          21,277,822
 Investments
purchased
17,904,380
 Distribution and service plan
fees                                                         4,013,665
 Shareholder
reports
2,531,813
 Transfer and shareholder servicing agent
fees                                              2,222,564
 Directors'
compensation
34,497

Other
268,871

-------------------
 Total
liabilities
48,253,612


------------------------------------------------------------------------------------------------------
 Net
Assets
$    9,806,427,578

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


------------------------------------------------------------------------------------------------------
 Composition of Net Assets

 Par value of shares of capital
stock                                              $        3,972,227
------------------------------------------------------------------------------------------------------
 Additional paid-in
capital
12,598,097,366
------------------------------------------------------------------------------------------------------
 Undistributed net investment
income                                                        9,180,270
------------------------------------------------------------------------------------------------------
 Accumulated net realized loss on investments and foreign currency
transactions        (2,522,607,770)
------------------------------------------------------------------------------------------------------
 Net unrealized depreciation on investments and translation of assets
 and liabilities denominated in foreign
currencies                                       (282,214,515)

-------------------
 Net
Assets
$    9,806,427,578

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


                       19 | OPPENHEIMER MAIN STREET FUND


STATEMENT OF ASSETS AND LIABILITIES Unaudited/Continued


--------------------------------------------------------------------------------
 Net Asset Value Per Share




 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $5,763,311,314 and 230,921,667 shares of capital stock
outstanding)                                  $24.96
 Maximum offering price per share (net asset value plus sales charge of
5.75% of offering price)      $26.48
------------------------------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
 $2,744,808,307 and 113,129,853 shares of capital stock
outstanding)                                  $24.26
------------------------------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
 $1,022,415,097 and 42,129,345 shares of capital stock
outstanding)                                   $24.27
------------------------------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
$57,879,355
 and 2,337,538 shares of capital stock
outstanding)                                                   $24.76
------------------------------------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price per share (based on
net
 assets of $218,013,505 and 8,704,343 shares of capital stock
outstanding)                            $25.05





 See accompanying Notes to Financial Statements.




                       20 | OPPENHEIMER MAIN STREET FUND


STATEMENT OF OPERATIONS Unaudited




 For the Six Months Ended February 28, 2003
--------------------------------------------------------------------------------------------------
 Investment Income


 Dividends:
 Unaffiliated companies (net of foreign withholding taxes of
$147,180)            $   102,608,014
 Affiliated
companies
184,660
--------------------------------------------------------------------------------------------------

Interest
1,483,161

----------------
 Total investment
income
104,275,835

--------------------------------------------------------------------------------------------------
 Expenses

 Management
fees
23,923,410
--------------------------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class
A
7,404,277
 Class
B
15,256,452
 Class
C
5,471,807
 Class
N
129,571
--------------------------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class
A
6,774,798
 Class
B
4,892,064
 Class
C
1,321,105
 Class
Y
497,052
--------------------------------------------------------------------------------------------------
 Shareholder
reports
1,913,244
--------------------------------------------------------------------------------------------------
 Custodian fees and
expenses
134,963
--------------------------------------------------------------------------------------------------
 Directors'
compensation
109,719
--------------------------------------------------------------------------------------------------

Other
581,295

----------------
 Total
expenses
68,409,757
 Less reduction to custodian
expenses                                                      (8,743)
 Less voluntary waiver of transfer and shareholder servicing agent
fees--Class Y         (115,775)

----------------
 Net
expenses
68,285,239


--------------------------------------------------------------------------------------------------
 Net Investment
Income
35,990,596

--------------------------------------------------------------------------------------------------
 Realized and Unrealized Gain (Loss)

 Net realized loss on:
 Investments:
   Unaffiliated
companies
(744,258,777)
   Affiliated
companies
(1,691,013)
 Foreign currency
transactions
(1,218,409)

----------------
 Net realized
loss
(747,168,199)

--------------------------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation) on:

Investments
(426,197,058)
 Translation of assets and liabilities denominated in foreign
currencies                4,561,378

----------------
 Net
change
(421,635,680)

----------------
 Net realized and unrealized
loss                                                  (1,168,803,879)


--------------------------------------------------------------------------------------------------
 Net Decrease in Net Assets Resulting from
Operations                             $(1,132,813,283)

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




 See accompanying Notes to Financial Statements.



                       21 | OPPENHEIMER MAIN STREET FUND

STATEMENTS OF CHANGES IN NET ASSETS


                                                                  Six
Months                   Year

Ended                  Ended
                                                           February 28,
2003             August 31,

(Unaudited)                   2002
----------------------------------------------------------------------------------------------------
 Operations


 Net investment income                                       $
35,990,596        $    24,095,867
----------------------------------------------------------------------------------------------------
 Net realized loss
(747,168,199)        (1,063,797,316)
----------------------------------------------------------------------------------------------------
 Net change in unrealized depreciation
(421,635,680)          (813,793,592)
 Net decrease in net assets resulting from operations
(1,132,813,283)        (1,853,495,041)

----------------------------------------------------------------------------------------------------
 Dividends and/or Distributions to Shareholders

 Dividends from net investment income:
 Class A
(44,773,395)           (15,028,867)
 Class B
--                     --
 Class C
--                     --
 Class N
(497,142)               (58,345)
 Class Y
(1,922,981)              (828,141)
----------------------------------------------------------------------------------------------------
 Distributions from net realized gain:
 Class A
--            (12,132,399)
 Class B
--             (8,545,003)
 Class C
--             (2,567,066)
 Class N
--                (25,114)
 Class Y
--               (369,634)

----------------------------------------------------------------------------------------------------
 Capital Stock Transactions

 Net increase (decrease) in net assets resulting from capital stock
 transactions:
 Class A
5,837,150            148,547,544
 Class B
(424,852,216)        (1,269,705,682)
 Class C
(54,327,404)          (160,436,307)
 Class N
19,939,315             41,677,838
 Class Y
17,775,801             34,202,372

----------------------------------------------------------------------------------------------------
 Net Assets

 Total decrease
(1,615,634,155)        (3,098,763,845)
----------------------------------------------------------------------------------------------------
 Beginning of period
11,422,061,733         14,520,825,578

-----------------------------------------
 End of period [including undistributed net investment
 income of $9,180,270 and $20,383,192, respectively]         $
9,806,427,578        $11,422,061,733

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




 See accompanying Notes to Financial Statements.




                       22 | OPPENHEIMER MAIN STREET FUND


FINANCIAL HIGHLIGHTS



                                              Six
Months                                                              Year

Ended                                                             Ended
                                       February 28,
2003                                                        August 31,
 Class A                                     (Unaudited)
2002        2001        2000        1999          1998
----------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data


 Net asset value, beginning of period            $ 27.90         $
32.15     $ 45.41     $ 42.89     $ 32.32       $ 33.87
----------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                               .13
.16         .14         .21         .19           .29
 Net realized and unrealized gain (loss)           (2.88)
(4.29)     (11.18)       6.79       12.03           .99

------------------------------------------------------------------------------
 Total from investment operations                  (2.75)
(4.13)     (11.04)       7.00       12.22          1.28
----------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income               (.19)
(.07)       (.12)         --        (.15)         (.33)
 Distributions from net realized gain                 --
(.05)      (2.10)      (4.48)      (1.50)        (2.50)

------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                    (.19)
(.12)      (2.22)      (4.48)      (1.65)        (2.83)
----------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                   $24.96
$27.90      $32.15      $45.41      $42.89        $32.32

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

----------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                (9.89)%
(12.90)%     (24.85)%     17.74%      38.62%         3.68%

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

 Net assets, end of period
 (in thousands)                               $5,763,311      $6,443,983
$7,320,747  $9,264,943  $7,723,607    $4,932,817
----------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)            $6,094,340      $7,203,226
$7,954,409  $8,428,173  $6,721,568    $5,184,111
----------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                              1.01%
0.52%       0.47%       0.54%       0.50%         0.83%
 Expenses                                           0.98%
0.99%       0.86%       0.90%       0.91%         0.90% 3
----------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                              48%
78%         76%         73%         72%           81%



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

See accompanying Notes to Financial Statements.




                       23 | OPPENHEIMER MAIN STREET FUND


FINANCIAL HIGHLIGHTS Continued



                                             Six
Months                                                                 Year

Ended                                                                Ended
                                      February 28,
2003                                                           August 31,
 Class B                                    (Unaudited)
2002          2001          2000          1999          1998
------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating
Data


 Net asset value, beginning of period          $ 27.04       $ 31.34
$ 44.50       $ 42.42       $ 32.07       $ 33.66
------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment
operations:
 Net investment income (loss)                     (.06)
(.20)         (.13)         (.08)         (.08)          .04
 Net realized and unrealized gain (loss)         (2.72)        (4.05)
(10.93)         6.64         11.93           .96

-------------------------------------------------------------------------------
 Total from investment operations                (2.78)        (4.25)
(11.06)         6.56         11.85          1.00
------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to
shareholders:
 Dividends from net investment income               --
--            --            --            --          (.09)
 Distributions from net realized gain               --
(.05)        (2.10)        (4.48)        (1.50)        (2.50)

-------------------------------------------------------------------------------
 Total dividends and/or
distributions
 to shareholders                                    --
(.05)        (2.10)        (4.48)        (1.50)        (2.59)
------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                 $24.26        $27.04
$31.34        $44.50        $42.42        $32.07

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

------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1             (10.28)%      (13.58)%
(25.39)%       16.84%        37.62%         2.86%

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

 Net assets, end of
period
 (in thousands)                             $2,744,808    $3,510,800
$5,404,510    $8,367,040    $7,072,718    $4,168,498
------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)          $3,072,357    $4,607,653
$6,630,335    $7,628,232    $5,930,303    $4,122,775
------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets:
2
 Net investment income (loss)                     0.16%
(0.25)%       (0.29)%       (0.22)%       (0.26)%        0.06%
 Expenses                                         1.83%
1.75%         1.61%         1.66%         1.66%         1.66% 3
------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                            48%
78%           76%           73%           72%           81%



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

See accompanying Notes to Financial Statements.




                       24 | OPPENHEIMER MAIN STREET FUND




                                         Six
Months
Year

Ended
Ended
                                  February 28,
2003
August 31,
 Class C                                (Unaudited)
2002              2001           2000           1999          1998
---------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data


 Net asset value, beginning of period       $ 27.03       $ 31.33
$ 44.50        $ 42.41        $ 32.07       $ 33.64
---------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                   .01
(.11)             (.11)          (.08)          (.09)          .03
 Net realized and unrealized gain (loss)      (2.77)
(4.14)           (10.96)          6.65          11.93           .98

-------------------------------------------------------------------------------------
 Total from investment operations             (2.76)
(4.25)           (11.07)          6.57          11.84          1.01
---------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income            --
--                --             --             --          (.08)
 Distributions from net realized gain            --
(.05)            (2.10)         (4.48)         (1.50)        (2.50)

-------------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                 --
(.05)            (2.10)         (4.48)         (1.50)        (2.58)
---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period              $24.27
$27.03            $31.33         $44.50         $42.41        $32.07

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

---------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1          (10.21)%
(13.58)%          (25.42)%        16.87%         37.59%         2.91%

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

 Net assets, end of period
 (in thousands)                          $1,022,415    $1,198,517
$1,562,452     $2,213,568     $1,850,787    $1,144,692
---------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)       $1,102,458    $1,432,566
$1,825,540     $2,004,263     $1,583,189    $1,184,355
---------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income (loss)                  0.24%
(0.24)%           (0.29)%        (0.23)%        (0.25)%        0.07%
 Expenses                                      1.75%
1.75%             1.61%          1.67%          1.66%         1.65% 3
---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                         48%
78%               76%            73%            72%           81%



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

See accompanying Notes to Financial Statements.




                       25 | OPPENHEIMER MAIN STREET FUND



FINANCIAL HIGHLIGHTS Continued



                                                           Six
Months                               Year

Ended                              Ended
                                                    February 28,
2003                         August 31,
 Class N
(Unaudited)               2002          2001 1
----------------------------------------------------------------------------------------------------------
 Per Share Operating Data


 Net asset value, beginning of period                         $
27.72            $ 32.09         $ 34.36
----------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income
.14                .12             .02
 Net realized and unrealized loss
(2.86)             (4.31)          (2.29)

--------------------------------------------
 Total from investment operations
(2.72)             (4.19)          (2.27)
----------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income
(.24)              (.13)             --
 Distributions from net realized gain
--               (.05)             --

--------------------------------------------
 Total dividends and/or distributions to shareholders
(.24)              (.18)             --
----------------------------------------------------------------------------------------------------------
 Net asset value, end of period
$24.76             $27.72          $32.09

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

----------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2
(9.86)%           (13.15)%         (6.61)%

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

 Net assets, end of period (in thousands)
$57,879            $43,464          $7,641
----------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)
$52,337            $28,141          $2,672
----------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 3
 Net investment income
1.06%              0.28%           0.36%
 Expenses
1.01%              1.24%           1.16%
----------------------------------------------------------------------------------------------------------
 Portfolio turnover rate
48%                78%             76%



1. For the period from March 1, 2001 (inception of offering) to August 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.
3. Annualized for periods of less than one full year.

See accompanying Notes to Financial Statements.


                       26 | OPPENHEIMER MAIN STREET FUND




                                               Six
Months
Year

Ended
Ended
                                        February 28,
2003                                                              August 31,
 Class Y                                      (Unaudited)
2002          2001           2000         1999        1998
-----------------------------------------------------------------------------------------------------------------------------------
 Per Share Operating Data


 Net asset value, beginning of period             $ 28.02           $
32.28       $ 45.64        $ 43.00      $ 32.38     $ 33.94
-----------------------------------------------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income                                .13
.19           .17            .24          .24         .38
 Net realized and unrealized gain (loss)            (2.86)
(4.28)       (11.22)          6.88        12.07         .97

----------------------------------------------------------------------------------
 Total from investment operations                   (2.73)
(4.09)       (11.05)          7.12        12.31        1.35
-----------------------------------------------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                (.24)
(.12)         (.21)            --         (.19)       (.41)
 Distributions from net realized gain                  --
(.05)        (2.10)         (4.48)       (1.50)      (2.50)

----------------------------------------------------------------------------------
 Total dividends and/or distributions
 to shareholders                                     (.24)
(.17)        (2.31)         (4.48)       (1.69)      (2.91)
-----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of period                    $25.05
$28.02        $32.28         $45.64       $43.00      $32.38

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

-----------------------------------------------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 1                 (9.81)%
(12.74)%      (24.76)%        18.00%       38.84%       3.88%

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

 Net assets, end of period (in thousands)        $218,014
$225,298      $225,475       $260,289     $148,397     $53,063
-----------------------------------------------------------------------------------------------------------------------------------
 Average net assets (in thousands)               $218,047
$227,835      $239,222       $205,586     $ 99,155     $36,554
-----------------------------------------------------------------------------------------------------------------------------------
 Ratios to average net assets: 2
 Net investment income                               1.14%
0.74%         0.60%          0.77%        0.63%       1.02%
 Expenses                                            0.97%
0.92%         0.79% 3        0.66%        0.77%       0.67% 4
 Expenses, net of reduction to custodian
 expenses and/or voluntary waiver of
 transfer agent fees                                 0.86%
0.78%         0.73%          0.66%        0.77%       0.67%
-----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover rate                               48%
78%           76%            73%          72%         81%



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.
2. Annualized for periods of less than one full year.
3. Added since August 31, 2001 to reflect expenses before reduction to
custodian
expenses and voluntary waiver of transfer agent fees.
4. Expense ratio has been calculated without adjustment for the reduction
to
custodian expenses.

See accompanying Notes to Financial Statements.




                       27 | OPPENHEIMER MAIN STREET FUND



NOTES TO FINANCIAL STATEMENTS Unaudited

--------------------------------------------------------------------------------
 1. Significant Accounting Policies
 Oppenheimer Main Street Growth & Income Fund (the Fund) is a separate
series of
 Oppenheimer Main Street Funds, Inc., an open-end management investment
company
 registered under the Investment Company Act of 1940, as amended. The Fund's
 investment objective is to seek a high total return. The Fund's investment
 advisor is OppenheimerFunds, Inc. (the Manager).
    The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class
 A shares are sold at their offering price, which is normally net asset
value
 plus a front-end sales charge. Class B, Class C and Class N shares are sold
 without a front-end sales charge but may be subject to a contingent
deferred
 sales charge (CDSC). Class N shares are sold only through retirement plans.
 Retirement plans that offer Class N shares may impose charges on those
 accounts. Class Y shares are sold to certain institutional investors
without
 either a front-end sales charge or a CDSC. All classes of shares have
identical
 rights and voting privileges. Earnings, net assets and net asset value per
 share may differ by minor amounts due to each class having its own expenses
 directly attributable to that class. Classes A, B, C and N have separate
 distribution and/or service plans. No such plan has been adopted for Class
Y
 shares. Class B shares will automatically convert to Class A shares six
years
 after the date of purchase.
    The following is a summary of significant accounting policies
consistently
 followed by the Fund.
--------------------------------------------------------------------------------
 Securities Valuation. Securities listed or traded on National Stock
Exchanges
 or other domestic or foreign exchanges are valued based on the last sale
price
 of the security traded on that exchange prior to the time when the Fund's
 assets are valued. In the absence of a sale, the security is valued at the
last
 sale price on the prior trading day, if it is within the spread of the
closing
 bid and asked prices, and if not, at the closing bid price. Securities
 (including restricted securities) for which quotations are not readily
 available are valued primarily using dealer-supplied valuations, a
portfolio
 pricing service authorized by the Board of Directors, or at their fair
value.
 Fair value is determined in good faith under consistently applied
procedures
 under the supervision of the Board of Directors. Short-term "money market
type"
 debt securities with remaining maturities of sixty days or less are valued
at
 amortized cost (which approximates market value).
--------------------------------------------------------------------------------
 Foreign Currency Translation. The accounting records of the Fund are
maintained
 in U.S. dollars. Prices of securities denominated in foreign currencies are
 translated into U.S. dollars at the closing rates of exchange. Amounts
related
 to the purchase and sale of foreign securities and investment income are
 translated at the rates of exchange prevailing on the respective dates of
such
 transactions.
    The effect of changes in foreign currency exchange rates on investments
is
 separately identified from the fluctuations arising from changes in market
 values of securities held and reported with all other foreign currency
gains
 and losses in the Fund's Statement of Operations.



                       28 | OPPENHEIMER MAIN STREET FUND



--------------------------------------------------------------------------------
 Joint Repurchase Agreements. The Fund, along with other affiliated funds
of the
 Manager, may transfer uninvested cash balances into one or more joint
 repurchase agreement accounts. These balances are invested in one or more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian
bank
 until the agreements mature. Each agreement requires that the market value
of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement,
retention
 of the collateral may be subject to legal proceedings.
--------------------------------------------------------------------------------
 Allocation of Income, Expenses, Gains and Losses. Income, expenses (other
than
 those attributable to a specific class), gains and losses are allocated
daily
 to each class of shares based upon the relative proportion of net assets
 represented by such class. Operating expenses directly attributable to a
 specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
 Federal Taxes. The Fund intends to continue to comply with provisions of
the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to
shareholders.
 Therefore, no federal income or excise tax provision is required.
    As of February 28, 2003, the Fund had available for federal income tax
 purposes an estimated unused capital loss carryforward of $2,455,015,051.
This
 estimated capital loss carryforward represents the carryforward as of the
end
 of the last fiscal year, increased for losses deferred under tax accounting
 rules for the current fiscal year and is increased or decreased by capital
 losses or gains realized in the first six months of the current fiscal
year.
 During the period, the Fund used $0 of carryforward to offset capital gains
 realized.

 As of August 31, 2002, the Fund had available for federal income tax
purposes
 an unused capital loss carryforward as follows:

                              Expiring
                              ---------------------------
                              2010           $878,523,150

--------------------------------------------------------------------------------
 Dividends and Distributions to Shareholders. Dividends and distributions to
 shareholders, which are determined in accordance with income tax
regulations,
 are recorded on the ex-dividend date.
--------------------------------------------------------------------------------
 Classification of Dividends and Distributions to Shareholders. Net
investment
 income (loss) and net realized gain (loss) may differ for financial
statement
 and tax purposes primarily because of the recognition of certain foreign
 currency gains (losses) as ordinary income (loss) for tax purposes. The
 character of dividends and distributions made during the fiscal year from
net
 investment income or net realized gains may differ from their ultimate
 characterization for federal income tax purposes. Also, due to timing of
 dividends and distributions, the fiscal year in which amounts are
distributed
 may differ from the fiscal year in which the income or net realized gain
was
 recorded by the Fund.


                       29 | OPPENHEIMER MAIN STREET FUND



NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

--------------------------------------------------------------------------------
 1. Significant Accounting Policies Continued
 The tax character of distributions paid during the six months ended
February
 28, 2003 and the year ended August 31, 2002 was as follows:

                                      Six Months Ended          Year Ended
                                     February 28, 2003     August 31, 2002
            ---------------------------------------------------------------
            Distributions paid from:
            Ordinary income              $  47,193,394       $  15,915,353
            Long-term capital gain                  --          23,639,216
            Return of capital                       --                  --
                                         ----------------------------------
            Total                        $  47,193,394         $39,554,569
                                         ==================================

--------------------------------------------------------------------------------
 Investment Income. Dividend income is recorded on the ex-dividend date or
upon
 ex-dividend notification in the case of certain foreign dividends where the
 ex-dividend date may have passed. Non-cash dividends included in dividend
 income, if any, are recorded at the fair market value of the securities
 received. Interest income, which includes accretion of discount and
 amortization of premium, is accrued as earned.
--------------------------------------------------------------------------------
 Security Transactions. Security transactions are recorded on the trade
date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.
--------------------------------------------------------------------------------
 Other. The preparation of financial statements in conformity with
accounting
 principles generally accepted in the United States of America requires
 management to make estimates and assumptions that affect the reported
amounts
 of assets and liabilities and disclosure of contingent assets and
liabilities
 at the date of the financial statements and the reported amounts of income
and
 expenses during the reporting period. Actual results could differ from
those
 estimates.


--------------------------------------------------------------------------------
 2. Shares of Capital Stock
 The Fund has authorized 840 million shares of $.01 par value capital stock
of
 each class. Transactions in shares of capital stock were as follows:





                          Six Months Ended February 28, 2003           Year
Ended August 31, 2002
                                  Shares              Amount
Shares              Amount
--------------------------------------------------------------------------------------------------


 Class A
 Sold                         27,202,970       $ 714,020,129
57,015,786     $ 1,776,402,610
 Dividends and/or
 distributions reinvested      1,539,851          40,960,087
761,969          24,779,385
 Redeemed                    (28,824,725)       (749,143,066)
(54,472,499)     (1,652,634,451)

---------------------------------------------------------------------
 Net increase (decrease)         (81,904)      $   5,837,150
3,305,256     $   148,547,544

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

--------------------------------------------------------------------------------------------------
 Class B
 Sold                          6,657,449       $ 170,023,455
16,064,824     $   486,429,385
 Dividends and/or
 distributions reinvested             --                  --
241,561           7,655,080
 Redeemed                    (23,382,430)       (594,875,671)
(58,925,314)     (1,763,790,147)

---------------------------------------------------------------------
 Net decrease                (16,724,981)      $(424,852,216)
(42,618,929)    $(1,269,705,682)

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



                       30 | OPPENHEIMER MAIN STREET FUND





                          Six Months Ended February 28, 2003           Year
Ended August 31, 2002
                                  Shares              Amount
Shares              Amount
--------------------------------------------------------------------------------------------------


 Class C
 Sold                          3,010,409       $  76,875,683
5,601,281       $ 168,931,421
 Dividends and/or
 distributions reinvested             --                  --
66,833           2,117,929
 Redeemed                     (5,216,399)       (131,203,087)
(11,204,768)       (331,485,657)

---------------------------------------------------------------------
 Net decrease                 (2,205,990)      $ (54,327,404)
(5,536,654)      $(160,436,307)

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

--------------------------------------------------------------------------------------------------
 Class N
 Sold                          1,038,924       $  26,842,357
1,587,930       $  49,389,515
 Dividends and/or
 distributions reinvested         18,620             491,777
2,577              83,453
 Redeemed                       (288,080)         (7,394,819)
(260,531)         (7,795,130)

---------------------------------------------------------------------
 Net increase                    769,464       $  19,939,315
1,329,976       $  41,677,838

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

--------------------------------------------------------------------------------------------------
 Class Y
 Sold                          2,096,524       $  55,190,273
3,654,159       $ 113,685,089
 Dividends and/or
 distributions reinvested         71,957           1,919,814
36,629           1,194,830
 Redeemed                     (1,504,059)        (39,334,286)
(2,635,983)        (80,677,547)

---------------------------------------------------------------------
 Net increase                    664,422       $  17,775,801
1,054,805       $  34,202,372

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


--------------------------------------------------------------------------------
 3. Purchases and Sales of Securities
 The aggregate cost of purchases and proceeds from sales of securities,
other
 than short-term obligations, for the six months ended February 28, 2003,
were
 $5,001,476,642 and $5,381,706,582, respectively.

--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates
 Management Fees. Management fees paid to the Manager were in accordance
with
 the investment advisory agreement with the Fund which provides for a fee of
 0.65% of the first $200 million of average annual net assets of the Fund,
0.60%
 of the next $150 million, 0.55% of the next $150 million, and 0.45% of
average
 annual net assets in excess of $500 million.

--------------------------------------------------------------------------------
 Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the
Fund. The
 Fund pays OFS a $19.75 per account fee.
    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or
more.
 The Class Y shares are subject to the minimum fees in the event that the
per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.
    OFS has voluntarily agreed to limit transfer and shareholder servicing
agent
 fees up to an annual rate of 0.35% of average annual net assets for all
 classes. This undertaking may be amended or withdrawn at any time.



                       31 | OPPENHEIMER MAIN STREET FUND



NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

--------------------------------------------------------------------------------
 4. Fees and Other Transactions with Affiliates Continued
 Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous
public
 offering of the different classes of shares of the Fund.

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


                      Aggregate        Class A
Concessions           Concessions          Concessions          Concessions
                      Front-End      Front-End           on Class
A            on Class B           on Class C           on Class N
                  Sales Charges  Sales Charges
Shares                Shares               Shares               Shares
 Six Months          on Class A    Retained by          Advanced
by           Advanced by          Advanced by          Advanced by
 Ended                   Shares    Distributor        Distributor 1
Distributor 1        Distributor 1        Distributor 1
-----------------------------------------------------------------------------------------------------------------------------------


 February 28, 2003   $4,641,326       $951,479
$439,255            $5,213,040             $575,599             $182,165


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



                                    Class A            Class B
Class C             Class N
                                 Contingent         Contingent
Contingent          Contingent
                                   Deferred           Deferred
Deferred            Deferred
                              Sales Charges      Sales Charges       Sales
Charges       Sales Charges
 Six Months                     Retained by        Retained by
Retained by         Retained by
 Ended                          Distributor        Distributor
Distributor         Distributor
-------------------------------------------------------------------------------------------------------


 February 28, 2003                  $63,906         $6,186,922
$55,902             $80,136


--------------------------------------------------------------------------------
 Service Plan for Class A Shares. The Fund has adopted a Service Plan for
Class
 A Shares. It reimburses the Distributor for a portion of its costs
incurred for
 services provided to accounts that hold Class A shares. Reimbursement is
made
 quarterly at an annual rate of up to 0.25% of the average annual net
assets of
 Class A shares of the Fund. For the six months ended February 28, 2003,
 payments under the Class A Plan totaled $7,404,277, all of which were paid
by
 the Distributor to recipients, and included $352,237 paid to an affiliate
of
 the Manager. Any unreimbursed expenses the Distributor incurs with respect
to
 Class A shares in any fiscal year cannot be recovered in subsequent years.

--------------------------------------------------------------------------------
 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. Under the plans, the Fund pays the Distributor an annual
asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and
the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per
year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the six months ended
February 28,
 2003, were as follows:



Distributor's

Distributor's          Aggregate

Aggregate       Unreimbursed

Unreimbursed      Expenses as %
                        Total Payments          Amount
Retained               Expenses      of Net Assets
                            Under Plan           by Distributor
Under Plan           of Class
---------------------------------------------------------------------------------------------------------


 Class B Plan              $15,256,452              $11,702,117
$64,036,926               2.33%
 Class C Plan                5,471,807                  744,061
24,905,201               2.44
 Class N Plan                  129,571
114,483              1,203,533               2.08



                       32 | OPPENHEIMER MAIN STREET FUND


--------------------------------------------------------------------------------
 5. Foreign Currency Contracts
 A foreign currency contract is a commitment to purchase or sell a foreign
 currency at a future date, at a negotiated rate. The Fund may enter into
 foreign currency contracts for operational purposes and to seek to protect
 against adverse exchange rate fluctuations. Risks to the Fund include the
 potential inability of the counterparty to meet the terms of the contract.
    The net U.S. dollar value of foreign currency underlying all contractual
 commitments held by the Fund and the resulting unrealized appreciation or
 depreciation are determined using foreign currency exchange rates as
provided
 by a reliable bank, dealer or pricing service. Unrealized appreciation and
 depreciation on foreign currency contracts are reported in the Statement of
 Assets and Liabilities as a receivable or payable and in the Statement of
 Operations with the change in unrealized appreciation or depreciation.
    The Fund may realize a gain or loss upon the closing or settlement of
the
 foreign currency transactions. Such realized gains and losses are reported
with
 all other foreign currency gains and losses in the Statement of Operations.


--------------------------------------------------------------------------------
 6. Illiquid Securities
 As of February 28, 2003, investments in securities included issues that are
 illiquid. A security may be considered illiquid if it lacks a readily
available
 market or if its valuation has not changed for a certain period of time.
The
 Fund intends to invest no more than 10% of its net assets (determined at
the
 time of purchase and reviewed periodically) in illiquid securities. The
 aggregate value of illiquid securities subject to this limitation as of
 February 28, 2003 was $97,500, which represents less than 0.01% of the
Fund's
 net assets.


--------------------------------------------------------------------------------
 7. Bank Borrowings
 The Fund had the ability to borrow from a bank for temporary or emergency
 purposes provided asset coverage for borrowings exceeded 300%. The Fund and
 other Oppenheimer funds participated in a $400 million unsecured line of
credit
 with a bank. Under that unsecured line of credit, interest was charged to
each
 fund, based on its borrowings, at a rate equal to the Federal Funds Rate
plus
 0.45%. Under that credit facility, the Fund paid a commitment fee equal to
its
 pro rata share of the average unutilized amount of the credit facility at a
 rate of 0.08% per annum. The credit facility was terminated on November 12,
 2002.
    The Fund had no borrowings through November 12, 2002.



                                     A-1
                                  Appendix A

RATINGS DEFINITIONS
-------------------

Below are summaries of the rating definitions used by the
nationally-recognized rating agencies listed below. Those ratings represent
the opinion of the agency as to the credit quality of issues that they rate.
The summaries below are based upon publicly-available information provided by
the rating organizations.

Moody's Investors Service, Inc.
------------------------------------------------------------------------------

Long-Term (Taxable) Bond Ratings

Aaa: Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, the changes that can be
expected are most unlikely to impair the fundamentally strong position of
such issues.

Aa: Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as with Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
those of Aaa securities.

A: Bonds rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds rated Baa are considered medium grade obligations; that is, they
are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and have speculative characteristics as well.

Ba: Bonds rated Ba are judged to have speculative elements. Their future
cannot be considered well-assured. Often the protection of interest and
principal payments may be very moderate and not well safeguarded during both
good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B: Bonds rated B generally lack characteristics of desirable investment.
Assurance of interest and principal payments or of maintenance of other terms
of the contract over any long period of time may be small.

Caa: Bonds rated Caa are of poor standing and may be in default or there may
be present elements of danger with respect to principal or interest.

Ca: Bonds rated Ca represent obligations which are speculative in a high
degree and are often in default or have other marked shortcomings.

C: Bonds rated C are the lowest class of rated bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment
standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier "1" indicates that the
obligation ranks in the higher end of its category; the modifier "2"
indicates a mid-range ranking and the modifier "3" indicates a ranking in the
lower end of the category.

Short-Term Ratings - Taxable Debt

These ratings apply to the ability of issuers to repay punctually senior debt
obligations having an original maturity not exceeding one year:

Prime-1: Issuer has a superior ability for repayment of senior short-term
debt obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt
obligations. Earnings trends and coverage, while sound, may be subject to
variation. Capitalization characteristics, while appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability may result
in changes in the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity is
maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard & Poor's Rating Services
------------------------------------------------------------------------------

Long-Term Credit Ratings

AAA: Bonds rated "AAA" have the highest rating assigned by Standard & Poor's.
The obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

AA: Bonds rated "AA" differ from the highest rated obligations only in small
degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: Bonds rated "A" are somewhat more susceptible to adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.

BBB: Bonds rated BBB exhibit adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the
obligation.

Bonds rated BB, B, CCC, CC and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and
C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.

BB: Bonds rated BB are less vulnerable to nonpayment than other speculative
issues. However, these face major uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.

B: A bond rated B is more vulnerable to nonpayment than an obligation rated
BB, but the obligor currently has the capacity to meet its financial
commitment on the obligation.

CCC: A bond rated CCC is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial, and economic conditions for the obligor
to meet its financial commitment on the obligation. In the event of adverse
business, financial or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: The C rating may used where a bankruptcy petition has been filed or
similar action has been taken, but payments on this obligation are being
continued.

D: Bonds rated D are in default. Payments on the obligation are not being
made on the date due.

The ratings from AA to CCC may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories.
The "r" symbol is attached to the ratings of instruments with significant
noncredit risks.

Short-Term Issue Credit Ratings

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

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

A-3: Exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

B: Regarded as having significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment on the
obligation. However, it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial commitment on the
obligation.

C: Currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.

D: In payment default. Payments on the obligation have not been made on the
due date. The rating may also be used if a bankruptcy petition has been filed
or similar actions jeopardize payments on the obligation.

Fitch, Inc.
------------------------------------------------------------------------------

International Long-Term Credit Ratings

Investment Grade:
AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.

AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk.
The capacity for timely payment of financial commitments is considered
strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and
in economic conditions are more likely to impair this capacity. This is the
lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a possibility of credit
risk developing, particularly as the result of adverse economic change over
time. However, business or financial alternatives may be available to allow
financial commitments to be met. Securities rates in this category are not
investment grade.

B: Highly Speculative. "B" ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met. However, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.

CCC, CC C: High Default Risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A "CC" rating indicates that default of
some kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default. The ratings of obligations in this category are
based on their prospects for achieving partial or full recovery in a
reorganization or liquidation of the obligor. While expected recovery values
are highly speculative and cannot be estimated with any precision, the
following serve as general guidelines. `DDD' obligations have the highest
potential for recovery, around 90%-100% of outstanding amounts and accrued
interest. `DD' indicates potential recoveries in the range of 50%-90%, and
`D' the lowest recovery potential, i.e., below 50%.

Entities rated in this category have defaulted on some or all of their
obligations. Entities rated `DDD' have the highest prospect for resumption of
performance or continued operation with or without a formal reorganization
process. Entities rated `DD' and `D' are generally undergoing a formal
reorganization or liquidation process; those rated `DD' are likely to satisfy
a higher portion of their outstanding obligations, while entities rated `D'
have a poor prospect for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating symbol to denote
relative status within the major rating categories. Plus and minus signs are
not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

International Short-Term Credit Ratings

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

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

F3:  Fair credit quality. Capacity for timely payment of financial
commitments is adequate. However, near-term adverse changes could result in a
reduction to non-investment grade.

B:  Speculative. Minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial and
economic conditions.

C:   High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business
and economic environment.

D:   Default. Denotes actual or imminent payment default.







                                     B-1
                                  Appendix B

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

Aerospace & Defense                Household Durables
Air Freight & Couriers             Household Products
Airlines                           Industrial Conglomerates
Auto Components                    Insurance
Automobiles                        Internet & Catalog Retail
Banks                              Internet Software & Services
Beverages                          Information Technology Consulting &
                                   Services
Biotechnology                      Leisure Equipment & Products
Building Products                  Machinery
Chemicals                          Marine
Commercial Services & Supplies     Media
Communications Equipment           Metals & Mining
Computers & Peripherals            Multiline Retail
Construction & Engineering         Multi-Utilities
Construction Materials             Office Electronics
Containers & Packaging             Oil & Gas
Distributors                       Paper & Forest Products
Diversified Financials             Personal Products
Diversified Telecommunication      Pharmaceuticals
Services
Electric Utilities                 Real Estate
Electrical Equipment               Road & Rail
Electronic Equipment & Instruments Semiconductor Equipment & Products
Energy Equipment & Services        Software
Food & Drug Retailing              Specialty Retail
Food Products                      Textiles & Apparel
Gas Utilities                      Tobacco
Health Care Equipment & Supplies   Trading Companies & Distributors
Health Care Providers & Services   Transportation Infrastructure
Hotels Restaurants & Leisure       Water Utilities
                                   Wireless Telecommunication Services







                                     C-13
                                  Appendix C

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

In certain cases, the initial sales charge that applies to purchases of Class
A shares1 of the Oppenheimer funds or the contingent deferred sales charge
that may apply to Class A, Class B or Class C shares may be waived.2  That is
because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors.

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

For the purposes of some of the waivers described below and in the Prospectus
and Statement of Additional Information of the applicable Oppenheimer funds,
the term "Retirement Plan" refers to the following types of plans:
         1) plans qualified under Sections 401(a) or 401(k) of the Internal
            Revenue Code,
         2) non-qualified deferred compensation plans,
         3) employee benefit plans3
         4) Group Retirement Plans4
         5) 403(b)(7) custodial plan accounts
         6) Individual Retirement Accounts ("IRAs"), including traditional
            IRAs, Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

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

Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.

 Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
------------------------------------------------------------------------------

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

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

            Waivers of Class A Sales Charges of Oppenheimer Funds
------------------------------------------------------------------------------

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

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

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

Class A shares issued or purchased in the following transactions are not
subject to sales charges (and no concessions are paid by the Distributor on
such purchases):
      Shares issued in plans of reorganization, such as mergers, asset
         acquisitions and exchange offers, to which the Fund is a party.
      Shares purchased by the reinvestment of dividends or other
         distributions reinvested from the Fund or other Oppenheimer funds
         (other than Oppenheimer Cash Reserves) or unit investment trusts for
         which reinvestment arrangements have been made with the Distributor.
      Shares purchased through a broker-dealer that has entered into a
         special agreement with the Distributor to allow the broker's
         customers to purchase and pay for shares of Oppenheimer funds using
         the proceeds of shares redeemed in the prior 30 days from a mutual
         fund (other than a fund managed by the Manager or any of its
         subsidiaries) on which an initial sales charge or contingent
         deferred sales charge was paid. This waiver also applies to shares
         purchased by exchange of shares of Oppenheimer Money Market Fund,
         Inc. that were purchased and paid for in this manner. This waiver
         must be requested when the purchase order is placed for shares of
         the Fund, and the Distributor may require evidence of qualification
         for this waiver.
      Shares purchased with the proceeds of maturing principal units of any
         Qualified Unit Investment Liquid Trust Series.
      Shares purchased by the reinvestment of loan repayments by a
         participant in a Retirement Plan for which the Manager or an
         affiliate acts as sponsor.





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

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

   Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer Funds
--------------------------------------------------------------------------------

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
      Shares redeemed involuntarily, as described in "Shareholder Account
         Rules and Policies," in the applicable Prospectus.
      Redemptions from accounts other than Retirement Plans following the
         death or disability of the last surviving shareholder. The death or
         disability must have occurred after the account was established, and
         for disability you must provide evidence of a determination of
         disability by the Social Security Administration.
      The contingent deferred sales charges are generally not waived
         following the death or disability of a grantor or trustee for a
         trust account. The contingent deferred sales charges will only be
         waived in the limited case of the death of the trustee of a grantor
         trust or revocable living trust for which the trustee is also the
         sole beneficiary. The death or disability must have occurred after
         the account was established, and for disability you must provide
         evidence of a determination of disability by the Social Security
         Administration.
      Distributions from accounts for which the broker-dealer of record has
         entered into a special agreement with the Distributor allowing this
         waiver.
      Redemptions of Class B shares held by Retirement Plans whose records
         are maintained on a daily valuation basis by Merrill Lynch or an
         independent record keeper under a contract with Merrill Lynch.
      Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
         accounts of clients of financial institutions that have entered into
         a special arrangement with the Distributor for this purpose.
      Redemptions requested in writing by a Retirement Plan sponsor of Class
         C shares of an Oppenheimer fund in amounts of $500,000 or more and
         made more than 12 months after the Retirement Plan's first purchase
         of Class C shares, if the redemption proceeds are invested in Class
         N shares of one or more Oppenheimer funds.
      Distributions8 from Retirement Plans or other employee benefit plans
         for any of the following purposes:
         1) Following the death or disability (as defined in the Internal
            Revenue Code) of the participant or beneficiary. The death or
            disability must occur after the participant's account was
            established in an Oppenheimer fund.
         2) To return excess contributions made to a participant's account.
         3) To return contributions made due to a mistake of fact.
         4) To make hardship withdrawals, as defined in the plan.9
         5) To make distributions required under a Qualified Domestic
            Relations Order or, in the case of an IRA, a divorce or
            separation agreement described in Section 71(b) of the Internal
            Revenue Code.
         6) To meet the minimum distribution requirements of the Internal
            Revenue Code.
         7) To make "substantially equal periodic payments" as described in
            Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.10
         9) On account of the participant's separation from service.11
         10)      Participant-directed redemptions to purchase shares of a
            mutual fund (other than a fund managed by the Manager or a
            subsidiary of the Manager) offered as an investment option in a
            Retirement Plan if the plan has made special arrangements with
            the Distributor.
         11)      Distributions made on account of a plan termination or
            "in-service" distributions, if the redemption proceeds are rolled
            over directly to an OppenheimerFunds-sponsored IRA.
         12)      For distributions from a participant's account under an
            Automatic Withdrawal Plan after the participant reaches age 59 1/2,
            as long as the aggregate value of the distributions does not
            exceed 10% of the account's value, adjusted annually.
         13)      Redemptions of Class B shares under an Automatic Withdrawal
            Plan for an account other than a Retirement Plan, if the
            aggregate value of the redeemed shares does not exceed 10% of the
            account's value, adjusted annually.
         14)      For distributions from 401(k) plans sponsored by
            broker-dealers that have entered into a special arrangement with
            the Distributor allowing this waiver.
      Redemptions of Class B shares or Class C shares under an Automatic
         Withdrawal Plan from an account other than a Retirement Plan if the
         aggregate value of the redeemed shares does not exceed 10% of the
         account's value annually.

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

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

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

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

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

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

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

A. Reductions or Waivers of Class A Sales Charges.

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

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

--------------------------------------------------------------------------------
                      Initial Sales       Initial Sales Charge   Concession as
Number of Eligible    Charge as a % of    as a % of Net Amount   % of Offering
Employees or Members  Offering Price      Invested               Price
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 or Fewer                   2.50%                2.56%              2.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At  least  10 but not        2.00%                2.04%              1.60%
more than 49
--------------------------------------------------------------------------------

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

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

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


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

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

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

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

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

      A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.

        Special Sales Charge Arrangements for Shareholders of Certain
          Oppenheimer Funds Who Were Shareholders of Connecticut Mutual
                            Investment Accounts, Inc.
---------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

   Special Reduced Sales Charge for Former Shareholders of Advance America
------------------------------------------------------------------------------

                                 Funds, Inc.

Shareholders of Oppenheimer Municipal Bond Fund, Oppenheimer U.S. Government
Trust, Oppenheimer Strategic Income Fund and Oppenheimer Capital Income Fund
who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those
Oppenheimer funds on October 18, 1991, and who held shares of Advance America
Funds, Inc. on March 30, 1990, may purchase Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.

      Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
                            Convertible Securities Fund
------------------------------------------------------------------------------

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








------------------------------------------------------------------------------
Oppenheimer Main Street(R)Growth & Income Fund
------------------------------------------------------------------------------

Internet Website:
      WWW.OPPENHEIMERFUNDS.COM
      ------------------------

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

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

Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.CALL.OPP (225-5677)

Custodian Bank
      Citibank, N.A.
      111 Wall Street
      New York, New York 10005

Independent Auditors
      Deloitte & Touche LLP
      555 Seventeenth Street, Suite 3600
      Denver, Colorado 80202-3942

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

Counsel to Independent Directors
      Mayer, Brown, Rowe and Maw
      1675 Broadway
      New York, New York 10019

1234
PX700.001.1002


--------
                                                              1 Mrs. Hamilton and Mr. Malone were appointed as Directors of the Board II
                                                              Funds effective June 1, 2002 and therefore did not receive compensation from
                                                                                        any of the Board II Funds.
1 In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Directors" in this Statement of Additional Information refers to
those Directors who are not "interested persons" of the Fund (or its parent
corporation) and who do not have any direct or indirect financial interest in
the operation of the distribution plan or any agreement under the plan..
1 Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
2 In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred sales
charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
3 An "employee benefit plan" means any plan or arrangement, whether or not it
is "qualified" under the Internal Revenue Code, under which Class N shares of
an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
4 The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
5 However, that concession will not be paid on purchases of shares in amounts
of $1 million or more (including any right of accumulation) by a Retirement
Plan that pays for the purchase with the redemption proceeds of Class C
shares of one or more Oppenheimer funds held by the Plan for more than one
year.
6 This provision does not apply to IRAs.
7 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
8 The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
9 This provision does not apply to IRAs.
10 This provision does not apply to loans from 403(b)(7) custodial plans and
loans from the OppenheimerFunds-sponsored Single K retirement plan.
11 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.






                         Oppenheimer Trinity Core Fund
                   Supplement dated November 1, 2002 to the
                     Prospectus dated September 24, 2002

The Prospectus is changed as follows:

1.    The following is added as a second paragraph to the existing footnote
under the "Annual Fund Operating Expenses" table on page 7:

      Effective  November 1, 2002,  the limit on transfer agent fees for
      Class Y shares  increased to 0.35% of average daily net assets per
      fiscal  year.  Had that  limit  been in effect  during  the Fund's
      prior fiscal year, the Class Y "Other  Expenses" and "Total Annual
      Operating  Expenses" as  percentages  of average  daily net assets
      would have been 0.78% and 1.53%, respectively.




November 1, 2002                                            PS0211.016





Oppenheimer
Trinity Core FundSM

Prospectus dated September 24, 2002

                                          Oppenheimer  Trinity  Core FundSM is
                                          a mutual  fund that seeks  long-term
                                          growth   of   capital.    The   Fund
                                          invests  primarily in  "undervalued"
                                          or  attractively  priced stocks that
                                          are   included  in  the  Standard  &
                                          Poor's Index of 500 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.


                                                      (logo) OppenheimerFunds
                                                       The Right Way to Invest









Contents

            About the Fund

            The Fund's Investment Objective and Strategies

            Main Risks of Investing in the Fund

            The Fund's Past Performance

            Fees and Expenses of the Fund

            About the Fund's Investments

            How the Fund is Managed

            About Your Account

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

            Special Investor Services
            AccountLink
            PhoneLink
            OppenheimerFunds Internet 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 Strategies

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

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests in common stocks that
are included in the Standard & Poor's Index of 500 Stocks ("S&P 500 Index").
The Fund does not expect to invest in all of the stocks included in the S&P
500 Index at the same time, and the Fund's investments in particular stocks
may be allocated in amounts that vary, at times significantly, from the
proportional weightings of those stocks in the S&P 500 Index. Therefore, the
Fund is not an "index" fund.

HOW DOES THE SUB-ADVISOR DECIDE WHAT SECURITIES TO BUY OR SELL? The Fund's
investment Manager, OppenheimerFunds, Inc., has engaged a Sub-Advisor,
Trinity Investment Management Corporation, to select the securities for the
Fund's portfolio.  The Sub-Advisor primarily uses value-oriented investment
analyses to determine which stocks to buy and sell on behalf of the Fund. In
using these approaches, the Sub-Advisor looks for stocks that appear to be
temporarily undervalued or attractively priced by various measures. The
Sub-Advisor seeks stocks having prices that are relatively low in relation to
what it considers to be their real worth or future prospects, with the
expectation that the Fund will realize appreciation in the value of its
holdings.

      The Fund's Sub-Advisor generally adheres to the following systematic,
disciplined investment process. While the Fund's investment process and its
implementation may vary in particular cases, the process currently includes
the following strategies:
o     The Sub-Advisor considers stocks that are included in the S&P 500 Index
         as investments for the Fund's portfolio. Under normal circumstances,
         at least 80 percent of the Fund's assets will be invested in stocks
         included in the index.
o     The Sub-Advisor uses proprietary quantitative valuation techniques,
         which incorporate data derived from qualitative fundamental
         research, to identify stocks within the S&P 500 Index that it
         considers undervalued or attractively priced. Individual stocks are
         selected for the Fund's portfolio using a ranking process based on
         those valuation models.
o     Seeking to reduce the Fund's overall risk, the Sub-Advisor diversifies
         the Fund's portfolio by allocating the Fund's investments among
         industries within the S&P 500 Index.

      The investment selection process, is more fully described under "About
the Fund's Investments," below.

WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors
seeking capital growth in their investment over the long term. Investors
should be willing to assume the risks of short-term share price fluctuations
that are typical for a fund investing in stocks. The Fund is not designed for
investors requiring 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
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
Sub-Advisor will cause the Fund to underperform other funds having similar
objectives.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their volatility
at times may be great. Because the Fund focuses its investments in stocks,
the value of the Fund's portfolio will be affected by changes in the stock
markets. This 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 move in the same direction uniformly or at
the same time. Because the Fund limits its stock investments to stocks traded
on U.S. exchanges, the Fund's net asset values per share will be affected
primarily by changes in U.S. stock markets.

      Additionally, stocks of issuers in a particular industry may be
affected by changes in economic conditions that affect that industry more
than others, or by changes in government regulations, availability of basic
resources or supplies, or other events. The Fund does not concentrate 25% or
more of its total assets in any one industry, and the portfolio management
team seeks to reduce the effects of industry risks by diversifying the Fund's
investments among 34 industry groups defined by the Sub-Advisor within the
S&P 500 Index. However, there is no assurance that this diversification
strategy will reduce fluctuations in the value of the Fund's shares related
to events affecting the stocks of issuers in a particular industry.

      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.

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 important 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 focuses its investments in stocks for long-term growth;
however, in the short term, stocks can be volatile. 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 temporary defensive purposes.  In the
OppenheimerFunds spectrum, the Fund is generally more conservative than
aggressive growth stock funds, but more aggressive than funds that invest in
stocks and bonds.

------------------------------------------------------------------------------
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 since the Fund's inception and by showing how the
average annual total returns of the Fund's shares, both before and after
taxes, compare to those of a broad-based market index.  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.  The
after-tax returns for the other classes of shares will vary. 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 results 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)

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

Sales charges are not included in the calculations of return in this bar
chart, and if those charges were included, the returns may be less than those
shown.
For the period from 1/1/02 through 6/30/02 the cumulative return (not
annualized) for Class A shares before taxes was -11.63%.
During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 10.78% (4Qtr01) and the lowest return
(not annualized) before taxes for a calendar quarter was -14.11% (3Qtr01).

-------------------------------------------------------------------------
Average Annual Total Returns          1 Year              5 Years
for    the    periods    ended  (or life of class,   (or life of class,
December 31, 2001                    if less)             if less)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Class A Shares  (inception
9/1/99)                              -15.21%               -9.32%
  Return Before Taxes                -15.21%               -9.35%
  Return After Taxes on
  Distributions                       -9.26%               -7.37%
  Return  After  Taxes  on
  Distributions  and  Sale
  of Fund Shares
-------------------------------------------------------------------------
S&P 500 Index (reflects no
deduction for fees, expenses
or taxes)                            -11.88%              -4.65%1
-------------------------------------------------------------------------
Class  B   Shares   (inception       -15.07%               -8.97%
9/1/99)
-------------------------------------------------------------------------
Class  C   Shares   (inception       -11.56%               -7.72%
9/1/99)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Class  N   Shares   (inception         N/A2                 N/A2
3/1/01)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Class  Y   Shares   (inception        -7.68%               -5.92%
9/1/99)
-------------------------------------------------------------------------
1 From 08/31/99.
2  Because  this is a new  class of  shares,  return  data  for the  period
specified is not available.

The Fund's average annual total returns include the applicable sales charge:
for Class A, the current maximum initial sales charge of 5.75%; for Class B,
the contingent deferred sales charges of 5% (1-year) and 3% (life of class);
and for Class C, the 1% contingent deferred sales charge for the 1-year
period. There is no sales charge for Class Y shares. The Fund's 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 Index, an unmanaged index of equity securities.  The index performance
includes reinvestment of income but does not reflect transaction costs. The
Fund's investments may vary from the securities in the index.

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for management of its assets,
administration, distribution of its shares and other services. Those expenses
are subtracted from the Fund's assets to calculate the Fund's net asset
values per share.  All shareholders therefore pay those expenses indirectly.
Shareholders pay other expenses directly, such as sales charges and account
transaction charges.  The following tables are provided to help you
understand the fees and expenses you may pay if you buy and hold shares of
the Fund. The numbers below are based on the Fund's expenses during its
fiscal year ended July 31, 2002.

Shareholder Fees (charges paid directly from your investment):

----------------------------------------------------------------------------
                         Class A   Class B   Class C    Class N   Class Y
                          Shares   Shares     Shares    Shares     Shares
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Maximum Sales Charge      5.75%     None       None      None       None
(Load) on purchases
(as % of offering price)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as % of
the lower of the          None1      5%2       1%3        1%4       None
original offering price
or redemption proceeds)
----------------------------------------------------------------------------
1.    A  contingent   deferred  sales  charge  may  apply  to  redemptions  of
   investments  of $1 million or more  ($500,000 for 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  declines to 1% in the sixth year 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.

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          0.75%      0.75%       0.75%       0.75%      0.75%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Distribution   and/or    0.22%      1.00%       1.00%       0.50%       None
Service (12b-1) Fees
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Other Expenses           1.16%      1.16%       1.15%       1.21%      3.05%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Total          Annual    2.13%      2.91%       2.90%       2.46%      3.80%
Operating Expenses
--------------------------------------------------------------------------------
Expenses may vary in future years.  "Other  expenses"  include  transfer agent
fees,  custodial  fees,  and accounting and legal expenses that the Fund pays.
The "Other  Expenses" in the table are based on, among other things,  the fees
the Fund  would  have paid if the  transfer  agent had not waived a portion of
its fee  under a  voluntary  undertaking  to the Fund to limit  these  fees to
0.25% of  average  daily net  assets  per  fiscal  year for Class Y shares and
0.35% of average daily net assets per fiscal year for all other classes.  That
undertaking  is  effective  October 1, 2001  (January 1, 2001 for Class Y), is
pro-rated  for the  remainder of the fiscal year ending  after that date,  and
may be amended or withdrawn at any time.  After the waiver,  the actual "Other
Expenses"  and "Total Annual  Operating  Expenses" as  percentages  of average
daily net assets were 0.98% and 1.95% for Class A shares,  0.98% and 2.73% for
Class B shares,  0.97% and 2.72% for Class C shares, 1.03% and 2.28% for Class
N shares and 0.68% and 1.43% for Class Y 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:

 ------------------------------------------------------------------------------
 If shares are redeemed:   1 Year       3 Years        5 Years      10 Years
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class A Shares             $779        $1,204         $1,653        $2,895
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class B Shares             $794        $1,201         $1,733        $2,8801
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class C Shares             $393         $898          $1,528        $3,223
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class N Shares             $349         $767          $1,311        $2,796
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class Y Shares             $382        $1,161         $1,958        $4,036
 ------------------------------------------------------------------------------

 ------------------------------------------------------------------------------
 If shares are not         1 Year       3 Years        5 Years      10 Years
 redeemed:
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class A Shares             $779        $1,204         $1,653        $2,895
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class B Shares             $294         $901          $1,533        $2,8801
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class C Shares             $293         $898          $1,528        $3,223
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class N Shares             $249         $767          $1,311        $2,796
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class Y Shares             $382        $1,161         $1,958        $4,036
 ------------------------------------------------------------------------------
 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 after 6 years.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES.  The Fund purchases only stocks that
are included in the S&P 500 Index.  However, the Fund is not an index fund. In
rare  instances,  the Fund may  temporarily  hold stocks that are removed from
the S&P 500 Index.

S&P 500 Index.  The S&P 500 Index is an unmanaged  index of equity  securities
      that is a  broad-based  measure  of  changes in  domestic  stock  market
      conditions  based on the average  performance of 500 widely held stocks.
      Standard & Poor's  Corporation  selects the stocks included in the index
      and determines their relative  weightings within the index. The index is
      generally  considered a "large cap" index.  The  Sub-Advisor's  research
      capabilities  cover  approximately 99% of the stocks included in the S&P
      500 Index.

Investment  Process. In selecting stocks from the S&P 500 Index for the Fund's
      portfolio,  the  Sub-Advisor  follows a proprietary  investment  process
      that was  developed  in 1993.  The process is  intended to identify  the
      most  attractively  priced  and the  least  attractively  priced  stocks
      included  in the S&P 500 Index.  As a result of the  selection  process,
      the Fund  invests  primarily  in the  most  attractively  priced  stocks
      identified by the  Sub-Advisor,  with the expectation  that those stocks
      will appreciate in value.

      Each day the New York Stock Exchange is open for trading, the
      Sub-Advisor ranks approximately 99% of the stocks comprising the S&P
      500 Index according to their relative valuations. To determine these
      rankings, the Sub-Advisor divides the S&P 500 Index into 11 broad
      economic sectors it has defined (see the chart below). The Sub-Advisor
      then evaluates each of the stocks in the 11 economic sectors using
      specially selected valuation models, which may result in valuations
      quite different from current stock market valuations.

      The selected valuation models are intended to reflect the factors that
      have historically driven stock prices in each of the 11 economic
      sectors of the index. The models incorporate data from a proprietary
      research library that includes over 25 years of detailed fundamental
      research and pricing data related to various valuation techniques.

      Based on the model valuations, each of the stocks in the 11 economic
      sectors is assigned a ranking from 1 to 10. The most attractively
      priced stocks in an economic sector are assigned a ranking of 1 (the
      highest ranking) and the least attractively priced stocks in an
      economic sector are assigned a ranking of 10 (the lowest ranking). The
      most attractively priced stocks in each sector are candidates for
      purchase by the Fund. Although lower ranked or less attractively priced
      stocks in each sector generally are candidates for sale if held by the
      Fund, the Fund does invest in some lower ranked or less attractive
      stocks in an attempt to reduce overall portfolio risk.

      In order to diversify the Fund's investment portfolio and attempt to
      reduce overall portfolio risk, the Sub-Advisor seeks to align the
      Fund's portfolio investments generally to the sector weights of the
      index as defined by the Sub-Advisor (see the chart below). The Fund
      generally purchases the most attractively priced stocks within each of
      the 34 industry groups and sells the least attractively priced stocks
      within each of the 34 industry groups.

      The size of the Fund's portfolio positions in the most attractively
      priced stocks generally is greater than the proportionate weights of
      those stocks within the S&P 500 Index. At times this "overweighting" of
      attractively priced stocks may be significant. The size of the Fund's
      portfolio positions in lower ranked or less attractive stocks generally
      is less than the proportionate weights of those stocks within the index.

      Overall, the Fund's portfolio will be broadly diversified among the 11
      economic sectors and 34 industry groups defined by the Sub-Advisor. The
      Fund's portfolio characteristics, such as its yield, price to earnings
      ratio and price to book ratio, will generally reflect the underlying
      characteristics of the index.

      There is no assurance the Fund's value selection strategy will result
      in the Fund achieving its objective of long-term growth of capital. Nor
      can there be any assurance that the Fund's diversification strategy
      will actually reduce the volatility of an investment in the Fund. The
      Statement of Additional Information contains additional information
      about the Fund's investment policies and risks.

                                S&P 500 Index
   11 Economic Sectors, 34 Industry Groups (as defined by the Sub-Advisor)

       Basic Materials                     Miscellaneous
       Chemicals                           Miscellaneous
       Forest Products
       Metals                              Technology
                                           Computer Hardware
       Consumer Staples                    Computer Software
       Food/Bev/Tobacco                    Electronics
       Household Products
       Food & Drug Retail                  Consumer Cyclicals
                                           Retail/Merchandise
       Health Care                         Entertainment
       Drugs                               Building Materials
       Hospital/Hospital Supply            Lodging & Restaurant
                                           Publishing
       Transportation                      Consumer Durables
       Automotive                          Retail/Clothing
       Transportation
       Auto Parts                          Finance
                                           Consumer Finance
       Capital Goods                       Money Center Banks
       Electric Equipment                  Insurance
       Aerospace                           Regional Banks
       Machinery
                                           Utilities
       Energy                              Telephones
       Integrated Oils                     Electric Utilities
       Oil Production/Services             Gas & Water

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

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

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

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 defensive investments. Generally they
      would be high-quality, short-term money market instruments, such as
      U.S. government securities, highly rated commercial paper, short-term
      corporate debt obligations, bank deposits or repurchase agreements. 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 in these securities, it might not achieve its investment
      objective of long-term capital growth.

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 Fund's Board of Trustees, under an investment
advisory agreement that states the Manager's responsibilities. The agreement
sets the fees the Fund pays to the Manager and describes the expenses that
the Fund is responsible to pay to conduct its business.

      The Manager and its subsidiaries and controlled affiliates managed more
than $125 billion in assets as of June 30, 2002, including other Oppenheimer
funds with more than 7 million shareholder accounts. The Manager is located
at 498 Seventh Avenue, New York, New York 10018.

The Sub-Advisor. The Manager retained the Sub-Advisor to provide day-to-day
      portfolio management for the Fund. The Sub-Advisor has operated as an
      investment advisor since 1980. As of June 30, 2002, the Sub-Advisor
      managed over $2.5 billion for approximately 56 clients. The Sub-Advisor
      also serves as sub-advisor to other investment companies for which the
      Manager serves as investment advisor. The Sub-Advisor is an affiliate
      of the Manager, and is located at 301 North Spring Street, Bellefonte,
      Pennsylvania 16823.  The Manager, not the Fund, pays the Sub-Advisor an
      annual fee under a Sub-Advisory Agreement between the Manager and the
      Sub-Advisor.

Advisory Fees. Under the investment advisory agreement, the Fund pays the
      Manager an advisory fee at an annual rate that declines on additional
      assets as the Fund grows:  0.75% of the first $200 million of average
      annual net assets of the Fund; 0.72% of the next $200 million; 0.69% of
      the next $200 million; 0.66% of the next $200 million; and 0.60% of
      average annual net assets in excess of $800 million.  The Fund's
      management fee for the period ended July 31, 2002 was 0.75% of average
      annual net assets for each class of shares.

Portfolio Management Team.  The Fund is managed by a team of individuals
      employed by the Sub-Advisor.  The portfolio management team is
      primarily responsible for the selection of the Fund's portfolio
      securities.


ABOUT your account

How to Buy Shares

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

Buying Shares Through Your Dealer. You can buy shares through any dealer,
      broker or financial institution that has a sales agreement with the
      Distributor. Your dealer will place your order with the Distributor on
      your behalf.
Buying Shares Through the Distributor. Complete an OppenheimerFunds New
      Account Application and return it with a check payable to
      "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270, Denver,
      Colorado 80217. If you don't list a dealer on the application, the
      Distributor will act as your agent in buying the shares. However, we
      recommend that you discuss your investment with a financial advisor
      before you make a purchase to be sure that the Fund is appropriate for
      you.
o     Paying by Federal Funds Wire. Shares purchased through the Distributor
      may be paid for by Federal Funds wire. The minimum investment is
      $2,500. Before sending a wire, call the Distributor's Wire Department
      at 1.800.CALL.OPP (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.

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial
investment of $1,000 and make additional investments at any time with as
little as $25 (effective November 1, 2002, the additional purchase amount is
$50). There are reduced minimum investments under special investment plans.
o     With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and
         military allotment plans, you can make initial and subsequent
         investments for as little as $25. The minimum initial investment in
         any such plan accounts established on or after November 1, 2002 is
         $50. The minimum additional investment to such plan accounts that
         were established prior to November 1, 2002 will remain $25. To
         establish a new Asset Builder Plan account on or after November 1,
         2002, you must first invest at least $500.
o     Under retirement plans, such as IRAs, pension and profit-sharing plans
         and 401(k) plans, you can start your account with as little as $250.
         If your IRA is started as an Asset Builder Plan, the $25 minimum
         applies. Additional purchases may be for as little as $25. To
         establish any type of IRA account on or after November 1, 2002, the
         minimum investment is $500. The minimum additional investment to any
         type of IRA account after November 1, 2002 is $50.
o     The minimum investment requirement does not apply to reinvesting
         dividends from the Fund or other Oppenheimer funds (a list of them
         appears in the Statement of Additional Information, or you can ask
         your dealer or call the Transfer Agent), or reinvesting
         distributions from unit investment trusts that have made
         arrangements with the Distributor.

AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which
is the net asset value per share plus any initial sales charge that applies.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the
Distributor receives the purchase order at its offices in Colorado, or after
any agent appointed by the Distributor receives the order and sends it to the
Distributor.

Net Asset Value. The Fund calculates the net asset value of each class of
      shares as of the close of The New York Stock Exchange, on each day the
      Exchange is open for trading (referred to in this Prospectus as a
      "regular business day"). The Exchange normally closes at 4:00 P.M.,
      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 Sub-Advisor 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, in
      most cases the Distributor or its designated agent must receive your
      order by the time of day The New York Stock Exchange closes that day.
      If your order is received on a day when the Exchange is closed or after
      it has closed, the order will receive the next offering price that is
      determined after your order is received.
Buying Through a Dealer. If you buy shares through a dealer, your dealer must
      receive the order by the close of The New York Stock Exchange and
      transmit it to the Distributor so that it is received before the
      Distributor's close of business on a regular business day (normally
      5:00 P.M.) to receive that day's offering price. Otherwise, the order
      will receive the next offering price that is determined.

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

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge
      (on investments up to $1 million for regular accounts or $500,000 for
      certain retirement plans). The amount of that sales charge will vary
      depending on the amount you invest. The sales charge rates are listed
      in "How Can 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 special agreements with the Distributor.

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

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

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

   o  Investing for the Shorter Term. While the Fund is meant to be a
      long-term investment, if you have a relatively short-term investment
      horizon (that is, you plan to hold your shares for not more than six
      years), you should probably consider purchasing Class A 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 $500,000 or
      more of Class B shares or $1 million or more of Class C shares from a
      single investor.

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

Are There  Differences  in Account  Features  That Matter to You? Some account
      features  may  not  be  available  to  Class  B,  Class  C 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 B to the Statement of
Additional Information details the conditions for the waiver of sales charges
that apply in certain cases, and the special sales charge rates that apply to
purchases of shares of the Fund by certain groups, or under specified
retirement plan arrangements or in other special types of transactions. To
receive a waiver or special sales charge rate, you must advise the
Distributor when purchasing shares or the Transfer Agent when redeeming
shares that the special conditions apply.

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

      The sales charge varies depending on the amount of your purchase. A
portion of the sales charge may be retained by the Distributor or allocated
to your dealer as 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:

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

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

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
      purchases of Class A shares of any one or more of the Oppenheimer funds
      aggregating $1 million or more, or for certain purchases by particular
      types of retirement plans that were permitted to purchase such shares
      prior to March 1, 2001 ("grandfathered retirement accounts").
      Retirement plans are not permitted to make initial purchases of Class A
      shares subject to a contingent deferred sales charge. The Distributor
      pays dealers of record concessions in an amount equal to 1.0% of
      purchases of $1 million or more other than by grandfathered retirement
      accounts. For 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                                   Redemptions in That Year
Purchase Order was Accepted             (As % of Amount Subject to Charge)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
0 - 1                                   5.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1 - 2                                   4.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2 - 3                                   3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3 - 4                                   3.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4 - 5                                   2.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5 - 6                                   1.0%
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
6 and following                         None
-------------------------------------------------------------------------------
In the table,  a "year" is a  12-month  period.  In  applying  the  contingent
deferred  sales charge,  all purchases are considered to have been made on the
first regular business day of the month in which the purchase was made.

Automatic Conversion of Class B Shares. Class B shares automatically convert
      to Class A shares 72 months after you purchase them. This conversion
      feature relieves Class B shareholders of the asset-based sales charge
      that applies to Class B shares under the Class B Distribution and
      Service Plan, described below. The conversion is based on the relative
      net asset value of the two classes, and no sales load or other charge
      is imposed. When any Class B shares that you hold convert, any other
      Class B shares that were acquired by reinvesting dividends and
      distributions on the converted shares will also convert to Class A
      shares. For further information on the conversion feature and its tax
      implications, see "Class B Conversion" in the Statement of Additional
      Information.

How Can you Buy Class C Shares? Class C shares are sold at net asset value
per share without an initial sales charge. However, if Class C shares are
redeemed within a holding period of 12 months from the beginning of the
calendar month of their purchase, a contingent deferred sales charge of 1.0%
will be deducted from the redemption proceeds. The Class C contingent
deferred sales charge is paid to compensate the Distributor for its expenses
of providing distribution-related services to the Fund in connection with the
sale of Class C shares.

HOW CAN YOU BUY CLASS 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.

      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 Service Plan for
      Class A shares. It reimburses the Distributor for a portion of its
      costs incurred for services provided to accounts that hold Class A
      shares. Reimbursement is made quarterly at an annual rate of up to
      0.25% of the average annual net assets of Class A shares of the Fund.
      The Distributor currently uses all of those fees to pay dealers,
      brokers, banks and other financial institutions quarterly for providing
      personal service and maintenance of accounts of their customers that
      hold Class A shares.  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. After the shares have been held 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 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 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.
      See the Statement of Additional Information for exceptions.

      The Distributor currently pays a sales concession of 0.75% of the
      purchase price of Class N shares to dealers from its own resources at
      the time of sale. Including the advance of the service fee, the total
      amount paid by the Distributor to the dealer at the time of sale of
      Class N shares is therefore 1.0% of the purchase price. The Distributor
      retains the asset-based sales charge on Class N shares. See the
      Statement of Additional Information for exceptions.

Special Investor Services

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

      You may purchase shares by telephone only after your account has been
established. To purchase shares in amounts up to $250,000 through a telephone
representative, call the Distributor at 1.800.CALL.OPP. The purchase payment
will be debited from your bank account.

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

PHONELINK. PhoneLink is the OppenheimerFunds automated telephone system that
enables shareholders to perform a number of account transactions
automatically using a touch-tone phone. PhoneLink may be used on
already-established Fund accounts after you obtain a Personal Identification
Number (PIN), by calling the PhoneLink number, 1.800.CALL.OPP.
Purchasing Shares. You may purchase shares in amounts up to $100,000 by
      phone, by calling 1.800.CALL.OPP. You must have established AccountLink
      privileges to link your bank account with the Fund to pay for these
      purchases.
Exchanging Shares. With the OppenheimerFunds Exchange Privilege, described
      below, you can exchange shares automatically by phone from your Fund
      account to another OppenheimerFunds account you have already
      established by calling the special PhoneLink number.
Selling Shares. You can redeem shares by telephone automatically by calling
      the PhoneLink number and the Fund will send the proceeds directly to
      your AccountLink bank account. Please refer to "How to Sell Shares,"
      below for details.

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain
types of account transactions to the Transfer Agent by fax (telecopier).
Please call 1.800.CALL.OPP for information about which transactions may be
handled this way. Transaction requests submitted by fax are subject to the
same rules and restrictions as written and telephone requests described in
this Prospectus.

OPPENHEIMERFUNDS INTERNET WEBSITE. You can obtain information about the Fund,
as well as your account balance, on the OppenheimerFunds Internet website, at
WWW.OPPENHEIMERFUNDS.COM. Additionally, shareholders listed in the account
------------------------
registration (and the dealer of record) may request certain account
transactions through a special section of that website. To perform account
transactions or obtain account information online, you must first obtain a
user I.D. and password on that website. If you do not want to have Internet
account transaction capability for your account, please call the Transfer
Agent at 1.800.CALL.OPP. At times, the website may be inaccessible or its
transaction features may be unavailable.

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

REINVESTMENT PRIVILEGE If you redeem some or all of your 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 or by telephone. You can also
set up Automatic Withdrawal Plans to redeem shares on a regular basis. If you
have questions about any of these procedures, and especially if you are
redeeming shares in a special situation, such as due to the death of the
owner or from a retirement plan account, please call the Transfer Agent
first, at 1.800.CALL.OPP, for assistance.

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

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept
      a guarantee of your signature by a number of financial institutions,
      including:
o     a U.S. bank, trust company, credit union or savings association,
o     a foreign bank that has a U.S. correspondent bank,
o     a U.S. registered dealer or broker in securities, municipal securities
      or government securities, or
o     a U.S. national securities exchange, a registered securities
      association or a clearing agency.
      If you are signing on behalf of a corporation, partnership or other
business or as a fiduciary, you must also include your title in the signature.

Retirement Plan Accounts. There are special procedures to sell shares in an
      OppenheimerFunds retirement plan account. Call the Transfer Agent for a
      distribution request form. Special income tax withholding requirements
      apply to distributions from retirement plans. You must submit a
      withholding form with your redemption request to avoid delay in getting
      your money and if you do not want tax withheld. If your employer holds
      your retirement plan account for you in the name of the plan, you must
      ask the plan trustee or administrator to request the sale of the Fund
      shares in your plan account.

HOW DO you SELL SHARES BY MAIL? Write a letter of 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 New York Stock Exchange
that day, which is normally 4:00 P.M., but may be earlier on some days. You
may not redeem shares held in an OppenheimerFunds retirement plan account or
under a share certificate by telephone.
   o  To redeem shares through a service representative or automatically on
      PhoneLink, call 1.800.CALL.OPP.
      Whichever  method you use,  you may have a check sent to the  address on
the account  statement,  or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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

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

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

HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase
shares subject to a Class A, Class B, Class C or Class N contingent deferred
sales charge and redeem any 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 B 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 B 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.CALL.OPP. That list can change from time to
time.

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

Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form,
      signed by all owners of the account. Send it to the Transfer Agent at
      the address on the back cover. Exchanges of shares held under
      certificates cannot be processed unless the Transfer Agent receives the
      certificates with the request.
Telephone  Exchange  Requests.  Telephone exchange requests may be made either
      by calling a service  representative or by using PhoneLink for automated
      exchanges by calling  1.800.CALL.OPP.  Telephone  exchanges  may be made
      only  between  accounts  that are  registered  with the same name(s) and
      address.  Shares  held  under  certificates  may  not  be  exchanged  by
      telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you
should be aware of:
o     Shares are normally redeemed from one fund and purchased from the other
      fund in the exchange transaction on the same regular business day on
      which the Transfer Agent receives an exchange request that conforms to
      the policies described above. It must be received by the close of The
      New York Stock Exchange that day, which is normally 4:00 P.M. but may
      be earlier on some days. However, either fund may delay the purchase of
      shares of the fund you are exchanging into up to seven days if it
      determines it would be disadvantaged by the same day exchange.
o     The interests of the Fund's long-term shareholders and its ability to
      manage its investments may be adversely affected when its shares are
      repeatedly bought and sold in response to short-term market
      fluctuations--also known as "market timing." When large dollar amounts
      are involved, the Fund may have difficulty implementing long-term
      investment strategies, because it cannot predict how much cash it will
      have to invest. Market timing also may force the Fund to sell portfolio
      securities at disadvantageous times to raise the cash needed to buy a
      market timer's Fund shares. These factors may hurt the Fund's
      performance and its shareholders. When the Manager believes frequent
      trading would have a disruptive effect on the Fund's ability to manage
      its investments, the Manager and the Fund may reject purchase orders
      and exchanges into the Fund by any person, group or account that the
      Manager believes to be a market timer.
   o  The Fund may amend, suspend or terminate the exchange privilege at any
      time. The Fund will provide you notice whenever it is required to do so
      by applicable law, but it may impose changes at any time for emergency
      purposes.
   o  If the Transfer Agent cannot exchange all the shares you request
      because of a restriction cited above, only the shares eligible for
      exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
Effective September 27, 2002, a $12 annual fee will be charged on any account
      valued at less than $500. See the Statement of Additional Information
      for circumstances when this fee will not be charged.
The offering of shares may be suspended during any period in which the
      determination of net asset value is suspended, and the offering may be
      suspended by the Board of 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 within seven days after the Transfer
      Agent receives redemption instructions in proper form. However, under
      unusual circumstances determined by the Securities and Exchange
      Commission, payment may be delayed or suspended. For accounts
      registered in the name of a broker-dealer, payment will normally be
      forwarded within three business days after redemption.
The Transfer Agent may delay forwarding a check or processing a payment via
      AccountLink for recently purchased shares, but only until the purchase
      payment has cleared. That delay may be as much as 10 days from the date
      the shares were purchased. That delay may be avoided if you purchase
      shares by Federal Funds wire or certified check, or arrange with your
      bank to provide telephone or written assurance to the Transfer Agent
      that your purchase payment has cleared.
Involuntary  redemptions  of  small  accounts  may be made by the  Fund if the
      account  value has  fallen  below $500 for  reasons  other than the fact
      that the market value of shares has dropped.  In some cases  involuntary
      redemptions  may be made to repay the  Distributor  for losses  from the
      cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
      of liquidity in the Fund's portfolio to meet redemptions). This means
      that the redemption proceeds will be paid with liquid securities from
      the Fund's portfolio.
"Backup withholding" of federal income tax may be applied against taxable
      dividends, distributions and redemption proceeds (including exchanges)
      if you fail to furnish the Fund your correct, certified Social Security
      or Employer Identification Number when you sign your application, or if
      you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report
      and annual notice of the Fund's privacy policy to shareholders having
      the same last name and address on the Fund's records. The consolidation
      of these mailings, called householding, benefits the Fund through
      reduced mailing expense.

      If you want to receive multiple copies of these materials, you may call
      the Transfer Agent at 1.800.CALL.OPP. You may also notify the Transfer
      Agent in writing. Individual copies of prospectuses, reports and
      privacy notices will be sent to you commencing within 30 days after the
      Transfer Agent receives your request to stop householding.

Dividends, 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  for Class B,  Class C and  Class N shares,  which
normally have higher  expenses than Class A and Class Y. The Fund has no fixed
dividend  rate  and  cannot  guarantee  that it  will  pay  any  dividends  or
distributions.

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

WHAT CHOICES DO YOU HAVE FOR RECEIVING DISTRIBUTIONS? When you open your
account, specify on your application how you want to receive your dividends
and distributions. You have four options:
Reinvest All Distributions in the Fund. You can elect to reinvest all
      dividends and capital gains distributions in additional shares of the
      Fund.
Reinvest Dividends or Capital Gains. You can elect to reinvest some
      distributions (dividends, short-term capital gains or long-term capital
      gains distributions) in the Fund while receiving the other types of
      distributions by check or having them sent to your bank account through
      AccountLink.
Receive All Distributions in Cash. You can elect to receive a check for all
      dividends and capital gains distributions or have them sent to your
      bank through AccountLink.
Reinvest Your Distributions in Another OppenheimerFunds Account. You can
      reinvest all distributions in the same class of shares of another
      OppenheimerFunds account you have established.

TAXES. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Distributions are subject to federal income tax and may be subject to state
or local taxes. Dividends paid from short-term capital gains and net
investment income are taxable as ordinary income. Long-term capital gains are
taxable as long-term capital gains when distributed to shareholders. It does
not matter how long you have held your shares. Whether you reinvest your
distributions in additional shares or take them in cash, the tax treatment is
the same.

      Every year the Fund will send you and the IRS a statement showing the
amount of any taxable distribution you received in the previous year. Any
long-term capital gains will be separately identified in the tax information
the Fund sends you after the end of the calendar year.

Avoid "Buying a Dividend." If you buy shares on or just before the
      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 since its inception.  Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by KPMG LLP, the Fund's
independent auditors, whose report, along with the Fund's financial
statements, is included in the Statement of Additional Information, which is
available on request.



FINANCIAL HIGHLIGHTS

 CLASS A  YEAR ENDED JULY 31,                                2002
2001      2000(1)
========================================================================================


 PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $ 8.78    $10.30
$ 10.00
----------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                                (.04)
(.04)      .02
 Net realized and unrealized gain (loss)                    (1.94)
(1.48)      .30

-----------------------------
 Total from investment operations                           (1.98)
(1.52)      .32
----------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--      (.02)

-----------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--      (.02)
----------------------------------------------------------------------------------------
 Net asset value, end of period                             $6.80
$8.78    $10.30

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

========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (22.55)%
(14.76)%    3.18%
----------------------------------------------------------------------------------------

========================================================================================
 RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                  $4,270
$4,737    $5,918
----------------------------------------------------------------------------------------
 Average net assets (in thousands)                         $4,625
$5,173    $3,959
----------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment income (loss)                               (0.52)%
(0.40)%    0.14%
 Expenses                                                    2.13%
1.68%     1.46%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              1.95%
1.68%     1.41%
----------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%



1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       22 | OPPENHEIMER TRINITY CORE FUND
                          |




 CLASS B YEAR ENDED JULY 31,                                 2002
2001      2000(1)
========================================================================================


 PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $ 8.63    $10.22
$ 10.00
----------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                         (.06)
(.10)     (.02)
 Net realized and unrealized gain (loss)                    (1.93)
(1.49)      .25

-----------------------------
 Total from investment operations                           (1.99)
(1.59)      .23
----------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--      (.01)

-----------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--      (.01)
----------------------------------------------------------------------------------------
 Net asset value, end of period                             $6.64
$8.63    $10.22

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

========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (23.06)%
(15.56)%    2.31%
----------------------------------------------------------------------------------------

========================================================================================
 RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                  $1,770
$1,434    $1,160
----------------------------------------------------------------------------------------
 Average net assets (in thousands)                         $1,736
$1,388    $  386
----------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment loss                                        (1.27)%
(1.32)%   (0.73)%
 Expenses                                                    2.91%
2.57%     2.33%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              2.73%
2.57%     2.28%
----------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%



1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       23 | OPPENHEIMER TRINITY CORE FUND
                          |






FINANCIAL HIGHLIGHTS  CONTINUED

 CLASS C  YEAR ENDED JULY 31,                                2002      2001
2000(1)
========================================================================================


 PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $ 8.65    $10.24
$ 10.00
----------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                         (.07)
(.10)     (.03)
 Net realized and unrealized gain (loss)                    (1.92)
(1.49)      .27

-----------------------------
 Total from investment operations                           (1.99)
(1.59)      .24
----------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--        --

-----------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--        --
----------------------------------------------------------------------------------------
 Net asset value, end of period                             $6.66
$8.65    $10.24

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

========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (23.01)%
(15.53)%    2.40%
----------------------------------------------------------------------------------------

========================================================================================
 RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                  $1,337
$1,262      $989
----------------------------------------------------------------------------------------
 Average net assets (in thousands)                         $1,348
$1,215      $322
----------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment loss                                        (1.29)%
(1.29)%   (0.73)%
 Expenses                                                    2.90%
2.59%     2.33%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              2.72%
2.59%     2.28%
----------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%


1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       24 | OPPENHEIMER TRINITY CORE FUND
                          |




 CLASS N   YEAR ENDED JULY 31,                                 2002    2001(1)
================================================================================
 PER SHARE OPERATING DATA
--------------------------------------------------------------------------------
 Net asset value, beginning of period                         $8.75    $ 8.89
--------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                           (.05)     (.05)
 Net realized and unrealized loss                             (1.93)     (.09)

------------------
 Total from investment operations                             (1.98)     (.14)
--------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                            --        --
 Dividends in excess of net investment income                    --        --

------------------
 Total dividends and/or distributions
 to shareholders                                                 --        --
--------------------------------------------------------------------------------
 Net asset value, end of period                               $6.77     $8.75

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

================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)                         (22.63)%
(1.58)%
--------------------------------------------------------------------------------

================================================================================
 RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                       $82        $1
--------------------------------------------------------------------------------
 Average net assets (in thousands)                              $71        $1
--------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                                          (0.70)%
(1.43)%
 Expenses                                                      2.46%     1.75%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees                2.28%     1.75%
--------------------------------------------------------------------------------
 Portfolio turnover rate                                        105%      164%


1. For the period from March 1, 2001 (inception of offering) to July 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.
3. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       25 | OPPENHEIMER TRINITY CORE FUND
                          |






 FINANCIAL HIGHLIGHTS  CONTINUED

 CLASS Y   YEAR ENDED JULY 31,                               2002
2001      2000(1)
==========================================================================================


 PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------
 Net asset value, beginning of period                       $8.99    $10.30
$ 10.00
------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                                (.03)
(.02)      .05
 Net realized and unrealized gain (loss)                    (1.96)
(1.29)      .28

------------------------------
 Total from investment operations                           (1.99)
(1.31)      .33
------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--      (.03)

------------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--      (.03)
------------------------------------------------------------------------------------------
 Net asset value, end of period                             $7.00    $
8.99    $10.30

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

==========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (22.14)%
(12.72)%    3.26%
------------------------------------------------------------------------------------------

==========================================================================================
 RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                    $121      $
86        $1
------------------------------------------------------------------------------------------
 Average net assets (in thousands)                           $102
$160        $1
------------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment income                                       0.04%
0.07%     0.26%
 Expenses                                                    3.80%
2.35%(5)  1.34%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              1.43%
1.30%     1.29%
------------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%



1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.
5. Added since July 31, 2001 to reflect expenses before reduction to custodian
expenses and voluntary waiver of transfer agent fees.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       26 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS

================================================================================
 1. SIGNIFICANT ACCOUNTING POLICIES
 Oppenheimer Trinity Core Fund (the Fund) is registered under the Investment
 Company Act of 1940, as amended, as an open-end management investment
company.
 The Fund's investment objective is to seek long-term growth of capital. The
 Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).
    The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class
 A shares are sold at their offering price, which is normally net asset value
 plus a front-end sales charge. Class B, Class C and Class N shares are sold
 without a front-end sales charge but may be subject to a contingent deferred
 sales charge (CDSC). Class N shares are sold only through retirement plans.
 Retirement plans that offer Class N shares may impose charges on those
 accounts. Class Y shares are sold to certain institutional investors without
 either a front-end sales charge or a CDSC. All classes of shares have
identical
 rights and voting privileges. Earnings, net assets and net asset value per
 share may differ by minor amounts due to each class having its own expenses
 directly attributable to that class. Classes A, B, C and N have separate
 distribution and/or service plans. No such plan has been adopted for Class Y
 shares. Class B shares will automatically convert to Class A shares six years
 after the date of purchase.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.

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

--------------------------------------------------------------------------------
 JOINT REPURCHASE AGREEMENTS. The Fund, along with other affiliated funds
 managed by the Manager, may transfer uninvested cash balances into one or
more
 joint repurchase agreement accounts. These balances are invested in one or
more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement,
retention
 of the collateral may be subject to legal proceedings.


                       27 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS  CONTINUED


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

--------------------------------------------------------------------------------
 FEDERAL TAXES. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to
shareholders.
 Therefore, no federal income or excise tax provision is required, however,
 during the year ended July 31, 2002, the Fund paid federal excise tax of $27.
    As of July 31, 2002, the Fund had approximately $525,000 of post-October
 losses available to offset future capital gains, if any. Such losses, if
 unutilized, will expire in 2011.

 As of July 31, 2002, the Fund had available for federal income tax purposes
 unused capital loss carryforward as follows:

                              EXPIRING
                              -----------------------
                              2008         $   41,424
                              2009            111,626
                              2010            969,855
                                           ----------
                              TOTAL        $1,122,905
                                           ==========

--------------------------------------------------------------------------------
 TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for
 the Fund's independent trustees. Benefits are based on years of service and
 fees paid to each trustee during the years of service. During the year ended
 July 31, 2002, the Fund's projected benefit obligations were increased by
$136,
 resulting in an accumulated liability of $930 as of July 31, 2002.
    The Board of Trustees has adopted a deferred compensation plan for
 independent trustees that enables trustees to elect to defer receipt of all
or
 a portion of annual compensation they are entitled to receive from the Fund.
 Under the plan, the compensation deferred is periodically adjusted as though
an
 equivalent amount had been invested for the Board of Trustees in shares of
one
 or more Oppenheimer funds selected by the trustee. The amount paid to the
Board
 of Trustees under the plan will be determined based upon the performance of
the
 selected funds. Deferral of trustees' fees under the plan will not affect the
 net assets of the Fund, and will not materially affect the Fund's assets,
 liabilities or net investment income per share.

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

                       28 | OPPENHEIMER TRINITY CORE FUND
                          |



--------------------------------------------------------------------------------
 CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Net investment
 income (loss) and net realized gain (loss) may differ for financial statement
 and tax purposes. The character of dividends and distributions made during
the
 fiscal year from net investment income or net realized gains may differ from
 their ultimate characterization for federal income tax purposes. Also, due to
 timing of dividends and distributions, the fiscal year in which amounts are
 distributed may differ from the fiscal year in which the income or net
realized
 gain was recorded by the Fund.
    The Fund adjusts the classification of distributions to shareholders to
 reflect the differences between financial statement amounts and distributions
 determined in accordance with income tax regulations. Accordingly, during the
 year ended July 31, 2002, amounts have been reclassified to reflect a
decrease
 in paid-in capital of $63,750. Overdistributed net investment income on
 investments was decreased by the same amount. Net assets of the Fund were
 unaffected by the reclassifications.
    No distributions were paid during the years ended July 31, 2002 and July
31,
 2001.

 As of July 31, 2002, the components of distributable earnings on a tax basis
 were as follows:

                 Overdistributed net investment income     $      (930)
                 Accumulated net realized loss              (1,647,910)
                 Net unrealized depreciation                (1,413,600)
                                                           -----------
                 Total                                     $(3,062,440)
                                                           ===========

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

--------------------------------------------------------------------------------
 SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.

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

                       29 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS  CONTINUED


================================================================================
 2. SHARES OF BENEFICIAL INTEREST
 The Fund has authorized an unlimited number of no par value shares of
 beneficial interest of each class. Transactions in shares of beneficial
 interest were as follows:



                              YEAR ENDED JULY 31, 2002    YEAR ENDED JULY 31,
2001(1)
                                SHARES        AMOUNT         SHARES
AMOUNT
---------------------------------------------------------------------------------------


 CLASS A
 Sold                          357,407   $ 2,895,526        336,660    $
3,156,806
 Redeemed                     (269,496)   (2,142,172)      (371,783)
(3,537,100)

---------------------------------------------------------
 Net increase (decrease)        87,911   $   753,354        (35,123)   $
(380,294)

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

---------------------------------------------------------------------------------------
 CLASS B
 Sold                          170,545   $ 1,354,469        172,823    $
1,659,199
 Redeemed                      (70,151)     (548,779)      (120,188)
(1,112,511)

---------------------------------------------------------
 Net increase                  100,394   $   805,690         52,635    $
546,688

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

---------------------------------------------------------------------------------------
 CLASS C
 Sold                          118,519   $   920,001        131,127    $
1,244,952
 Redeemed                      (63,389)     (490,962)       (81,907)
(764,157)

---------------------------------------------------------
 Net increase                   55,130   $   429,039         49,220    $
480,795

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

---------------------------------------------------------------------------------------
 CLASS N
 Sold                           42,122   $   349,796            112    $
1,000
 Redeemed                      (30,091)     (244,083)
--             --

---------------------------------------------------------
 Net increase                   12,031   $   105,713            112    $
1,000

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

---------------------------------------------------------------------------------------
 CLASS Y
 Sold                           10,433   $    87,052         39,211    $
389,874
 Redeemed                       (2,604)      (21,218)       (29,794)
(266,382)

---------------------------------------------------------
 Net increase                    7,829   $    65,834          9,417    $
123,492

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


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

                       30 | OPPENHEIMER TRINITY CORE FUND
                          |



--------------------------------------------------------------------------------
 3. PURCHASES AND SALES OF SECURITIES
 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the year ended July 31, 2002, were
$10,242,328
 and $8,011,520, respectively.

 As of July 31, 2002, unrealized appreciation (depreciation) based on cost of
 securities for federal income tax purposes of $8,976,291 was composed of:

                     Gross unrealized appreciation   $   198,510
                     Gross unrealized depreciation    (1,612,110)
                                                     -----------
                     Net unrealized depreciation     $(1,413,600)
                                                     ===========

 The difference between book-basis and tax-basis unrealized appreciation and
 depreciation is attributable primarily to the tax deferral of losses on wash
 sales, or return of capital dividends, and the realization for tax purposes
of
 unrealized gain (loss) on certain futures contracts, investments in passive
 foreign investment companies, and forward foreign currency exchange
contracts.

================================================================================
 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 MANAGEMENT FEES. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee of
 0.75% of the first $200 million of average annual net assets of the Fund,
0.72%
 of the next $200 million, 0.69% of the next $200 million, 0.66% of the next
 $200 million, and 0.60% of average annual net assets in excess of $800
million.
 The Fund's management fee for the year ended July 31, 2002 was an annualized
 rate of 0.75%.

--------------------------------------------------------------------------------
 TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund.
 The Fund pays OFS $19.75 per account fee.
    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or
more.
 The Class Y shares are subject to the minimum fees in the event that the per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.
    OFS has voluntarily agreed to limit transfer and shareholder servicing
agent
 fees up to an annual rate of 0.25% of average net assets of Class Y shares
and
 for all other classes, up to an annual rate of 0.35% of average net assets of
 each class. This undertaking may be amended or withdrawn at any time.

--------------------------------------------------------------------------------
 SUB-ADVISOR FEES. The Manager pays Trinity Investment Management Corporation
 (the Sub-Advisor) based on the fee schedule set forth in the Prospectus. For
 the year ended July 31, 2002, the Manager paid $19,632 to the Sub-Advisor.

                       31 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS  CONTINUED


================================================================================
 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
 DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous
public
 offering of the different classes of shares of the Fund.

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



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


 July 31, 2002      $31,551           $8,155           $3,739
$36,102           $7,408           $3,449


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

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


 July 31, 2002                          $694           $5,866
$236             $--



--------------------------------------------------------------------------------
 SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for
Class
 A Shares. It reimburses the Distributor for a portion of its costs incurred
for
 services provided to accounts that hold Class A shares. Reimbursement is made
 quarterly at an annual rate of up to 0.25% of the average annual net assets
of
 Class A shares of the Fund. For the year ended July 31, 2002 , payments under
 the Class A Plan totaled $10,327, all of which were paid by the Distributor
to
 recipients, and included $383 paid to an affiliate of the Manager. Any
 unreimbursed expenses the Distributor incurs with respect to Class A shares
in
 any fiscal year cannot be recovered in subsequent years.

--------------------------------------------------------------------------------
 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. Under the plans, the Fund pays the Distributor an annual
asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and
the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per
year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the year ended July 31, 2002,
 were as follows:




DISTRIBUTOR'S

DISTRIBUTOR'S           AGGREGATE

AGGREGATE        UNREIMBURSED

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


 Class B Plan                  $17,349               $14,830
$79,750                4.51%
 Class C Plan                   13,478                 5,223
26,130                1.95
 Class N Plan                      355                   355
5,642                6.86




                       32 | OPPENHEIMER TRINITY CORE FUND
                          |



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

 The Fund had no borrowings outstanding during the year ended or at July 31,
 2002.


INFORMATION AND SERVICES

For More Information on Oppenheimer Trinity Core 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 down-load documents on the
                              OppenheimerFunds website:
                              WWW.OPPENHEIMERFUNDS.COM
                              ------------------------
----------------------------------------------------------------------------

Information about the Fund including the Statement of Additional
Information can be reviewed and copied at the SEC's Public Reference Room
in Washington, D.C. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 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:     [logo] OppenheimerFunds
Distributor, Inc.
The Fund's SEC File No. is 811-09361
PR0211.001.0902
Printed on recycled paper.






                          Appendix to Prospectus of
                        Oppenheimer Trinity Core Fund


      Graphic material included in the Prospectus of Oppenheimer Trinity Core
Fund under the heading "Annual Total Returns (Class A)(as of 12/31)":

      A bar chart will be included in the Prospectus of Oppenheimer Trinity
Core Fund (the "Fund") depicting the annual total returns of a hypothetical
investment in Class A shares of the Fund since inception, without deducting
sales charges. Set forth below are the relevant data points that will appear
in the bar chart:

Calendar                Annual
Year                    Total
Ended                                           Returns

12/31/00                -7.69%
12/31/01                -10.03%








                 Oppenheimer Trinity Core Fund
           Supplement dated March 31, 2003 to the
  Statement of Additional Information dated September 24,
               2002, Revised October 15, 2002

The  Statement  of  Additional  Information  is  changed  as
follows:

1.    The  Supplement   dated  January  2,  2003  is  hereby
   withdrawn.

2.    The section captioned "Board of Trustees and
    Oversight Committees" on page 10 is amended as follows:



    a.The second sentence of the second paragraph under
    that caption is revised to read:



          "The members of the Audit Committee are
          Kenneth A. Randall (Chairman) and Edward
          Reagan."



   b. The first sentence of the third paragraph under that
   caption is revised to read:



         "The members of the Study  Committee  are Robert G.
         Galli  (Chairman),   Elizabeth  Moynihan  and  Joel
         Motley."

4.    Effective December 31, 2002, Mr. Leon Levy resigned
   as a Trustee of the Fund and Mr. Clayton Yeutter was
   elected as Chairman of the Board, effective January 1,
   2003.  Effective March 31, 2003, Mr. Benjamin Lipstein
   retired as a Trustee.  Therefore, the Statement of
   Additional Information is revised by deleting the
   biographies for Messrs. Levy and Lipstein on page 12 and
   by adding the following to Mr. Yeutter's biography:
   "Chairman of the Board of Trustees."

5.    In the Trustee compensation table on page 17, the
   title of "Chairman" after Mr. Levy's name is deleted and
   the title of "Chairman" is added after Mr. Yeutter's
   name. In addition, the following footnote is added
   following the names of Messrs. Levy, Lipstein and
   Yeutter:

5.    Effective  January 1,  2003,  Clayton  Yeutter  became
               Chairman  of the Board of  Trustees
               of  the  Board  I  Funds  upon  the
               retirement     of    Leon     Levy.
               Effective   March  31,  2003,   Mr.
               Lipstein retired as a Trustee.



March 31, 2003
PX0211.007



                Oppenheimer Trinity Core Fund
          Supplement dated January 2, 2003 to the
  Statement of Additional Information dated September 24,
               2002, Revised October 15, 2002

The  Statement  of  Additional  Information  is  changed  as
follows:

1.    Effective December 31, 2002, Mr. Leon Levy resigned
      as a Trustee of the Fund and Mr. Clayton Yeutter was
      elected as Chairman of the Board, effective January
      1, 2003.  Therefore, the Statement of Additional
      Information is revised by deleting the biography for
      Mr. Levy on page 12 and by adding the following to
      Mr. Yeutter's biography on page 14:
            "Chairman of the Board of Trustees."

2.    In the Trustee compensation table on page 17, the
      title of "Chairman" after Mr. Levy's name is deleted
      and the title of "Chairman" is added after Mr.
      Yeutter's name.  In addition, the following footnote
      is added following Mr. Levy's name and following Mr.
      Yeutter's name:

            7. Effective    January    1,    2003,
               Clayton   Yeutter  became  Chairman
               of the  Board  of  Trustees  of the
               Board I Funds  upon the  retirement
               of Leon Levy.



January 2, 2003







Oppenheimer Trinity Core FundSM
6803 S. Tucson Way, Centennial, CO 80112
1.800.225.5677


This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated September 24, 2002. It should be
read together with the Prospectus, which may be obtained by writing to
the Fund's Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270,
Denver, Colorado 80217, or by calling the Transfer Agent at the
toll-free number shown above, or by downloading it from the
OppenheimerFunds Internet website at www.oppenheimerfunds.com.

Contents
                                                                        Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks..
2
    The Fund's Investment Policies.....................................
2
    Other Investment Techniques and Strategies.........................
3
    Investment Restrictions............................................
7
How the Fund is Managed ...............................................
8
    Organization and History...........................................
8
    Trustees and Officers..............................................
10
    The Manager........................................................
18
    The Sub-Advisor....................................................
21
Brokerage Policies of the Fund.........................................
21
Distribution and Service Plans.........................................
24
Performance of the Fund................................................
28

About Your Account
How To Buy Shares......................................................
33
How To Sell Shares.....................................................
43
How To Exchange Shares.................................................
47
Dividends, Capital Gains and Taxes.....................................
51
Additional Information About the Fund..................................
55

Financial Information About the Fund
Independent Auditors' Report...........................................
56
Financial Statements...................................................
57

Appendix A: Economic Sectors and Industry Groups.......................
A-1
Appendix B: Special Sales Charge Arrangements and Waivers..............
B-1








                                 55
ABOUT the fund

Additional Information About the Fund's Investment Policies and Risks

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

The Fund's Investment Policies. The composition of the Fund's portfolio
and the techniques and strategies that the Fund's Sub-Advisor, Trinity
Investment Management Corporation, can use in selecting portfolio
securities may vary over time. The Fund is not required to use the
investment techniques and strategies described below at all times in
seeking its goal. It may use some of the special investment techniques
and strategies at some times or not at all. Nonetheless, when selecting
the Fund's portfolio investments, the Fund's Sub-Advisor, who is
retained by the Manager, OppenheimerFunds, Inc., typically adheres to
the following disciplined, systematic approach, which is more fully
described in the Prospectus.

      Each day the New York Stock Exchange is open for trading, the
Sub-Advisor ranks nearly all of the stocks comprising the Standard &
Poor's Index of 500 Stocks ("S&P 500 Index") according to their
relative valuations. The Sub-Advisor determines these rankings by
dividing the S&P 500 Index into 11 broad economic sectors (Appendix A)
and using specially selected valuation models.

      After identifying the most undervalued or attractively priced
stocks and most overvalued or least attractively priced stocks in the
S&P 500 Index, the Sub-Advisor generally selects the most attractively
priced stocks for the Fund's portfolio. In order to diversify the
Fund's portfolio investments and attempt to reduce overall portfolio
risk, the Sub-Advisor seeks to align the Fund's portfolio investments
with the sector weights of the index 34 industry groups (See Appendix
A).

      In selecting stocks for the Fund's portfolio, the portfolio
management team, whose members are employed by the Sub-Advisor,
primarily uses value-oriented investment analyses. In using these
approaches, the portfolio management team looks for stocks that appear
to be temporarily undervalued, by various measures. The portfolio
management team seeks stocks having prices that are relatively low in
relation to what the team considers to be their real worth or future
prospects, with the expectation that the Fund will realize appreciation
in the value of its holdings.

      Some of the measures used to identify undervalued stocks include,
among others:
o     Dividend Discount, which calculates the present value of the
projected stream of future dividends. Stocks that sell at discounts to
present value are favored.
o     Earnings Momentum, which is based on the percentage change in
trailing four-quarter earnings per share over the last three months.
o     Cashflow Plowback, which seeks high cashflow relative to capital
structure and low price/cashflow ratio. The plowback feature is based
on net cashflow (cashflow minus dividends) retained by a company each
year and available for reinvestment or plowback into the business,
providing a basis for future growth.
o





         Price/earnings Ratio, which is the stock's price divided by
its earnings per share. A stock having a price/earnings ratio lower
than its historical range, or lower than the market as a whole or that
of similar companies may offer attractive investment opportunities.
o     Price/book value Ratio, which is the stock price divided by the
book value of the company per share. It measures the company's stock
price in relation to its asset value.
o     Dividend Yield, which is measured by dividing the annual dividend
by the stock price per share.

      There is no assurance the Fund's stock selection strategy will
result in the Fund achieving its objective of long-term capital growth.
Nor can there be any assurance that the Fund's diversification strategy
will actually reduce the volatility of an investment in the Fund.

|X|   Portfolio Turnover. "Portfolio turnover" describes the rate at
which the Fund trades its portfolio securities during prior fiscal
years. For example, if the Fund sold all of its securities during the
year, its portfolio turnover rate would be 100% or more. The Fund's
portfolio turnover rate will fluctuate from year to year. The Fund is
expected to have a portfolio turnover rate of between 90 - 130%
annually. Increased portfolio turnover creates higher brokerage and
transaction costs for the Fund, which may reduce its overall
performance. Additionally, the realization of capital gains from
selling portfolio securities may result in distributions of taxable
capital gains to shareholders, since the Fund will normally distribute
all of its capital gains realized each year, to avoid excise taxes
under the Internal Revenue Code.

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

|X|   Temporary Defensive Investments. For temporary defensive
purposes, the Fund can invest in repurchase agreements and a variety of
"money market securities." Money market securities are high-quality,
short-term debt instruments that may be issued by the U.S. government,
corporations, banks or other entities. They may have fixed, variable or
floating interest rates. The following is a brief description of the
repurchase agreements and the types of money market securities in which
the Fund may invest.

o     Repurchase Agreements. The Fund can acquire securities subject to
repurchase agreements. It might do so for liquidity purposes to meet
anticipated redemptions of Fund shares, or pending the investment of
the proceeds from sales of Fund shares, or pending the settlement of
portfolio securities transactions, or for defensive purposes.

      In a repurchase transaction, the Fund buys a security from, and
simultaneously resells it to, an approved vendor for delivery on an
agreed-upon future date. The resale price exceeds the purchase price by
an amount that reflects an agreed-upon interest rate effective for the
period during which the repurchase agreement is in effect. Approved
vendors include U.S. commercial banks, U.S. branches of foreign banks,
or broker-dealers that have been designated as primary dealers in
government securities. They must meet credit requirements set by the
Fund's Board of Trustees from time to time.

      The majority of these transactions run from day to day, and
delivery pursuant to the resale typically occurs within one to five
days of the purchase. Repurchase agreements having a maturity beyond
seven days are subject to the Fund's fundamental policy limits on
holding illiquid investments. The Fund cannot enter into a repurchase
agreement that causes more than






10% of its total assets to be subject to repurchase agreements having a
maturity beyond seven days. There is no limit on the amount of the
Fund's assets that may be subject to repurchase agreements having
maturities of seven days or less.

      Repurchase agreements, considered "loans" under the Investment
Company Act of 1940 (the "Investment Company Act"), are collateralized
by the underlying security. The Fund's repurchase agreements require
that at all times while the repurchase agreement is in effect, the
value of the collateral must equal or exceed the repurchase price to
fully collateralize the repayment obligation. However, if the vendor
fails to pay the resale price on the delivery date, the Fund may incur
costs in disposing of the collateral and may experience losses if there
is any delay in its ability to do so. The Sub-Advisor will monitor the
vendor's creditworthiness to confirm that the vendor is financially
sound and will monitor the collateral's value.

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

o     U.S. Government Securities. These include obligations issued or
guaranteed by the U.S. Treasury or other U.S. government agencies or
corporate entities referred to as "instrumentalities" of the U.S.
government. The obligations of U.S. government agencies or
instrumentalities in which the Fund may invest may or may not be
guaranteed or supported by the "full faith and credit" of the United
States. "Full faith and credit" means generally that the taxing power
of the U.S. government is pledged to the payment of interest and
repayment of principal on a security. If a security is not backed by
the full faith and credit of the United States, the owner of the
security must look principally to the agency issuing the obligation for
repayment. The owner might not be able to assert a claim against the
United States if the issuing agency or instrumentality does not meet
its commitment. The Fund will invest in securities of U.S. government
agencies and instrumentalities only if the Sub-Advisor is satisfied
that the credit risk with respect to such agency or instrumentality is
minimal.

o     Bank Obligations. The Fund may buy time deposits, certificates of
deposit and bankers' acceptances. They must be :
o     obligations issued or guaranteed by a domestic or foreign bank
               (including a foreign branch of a domestic bank) having
               total assets of at least $1 billion,
o     banker's acceptances (which may or may not be supported by
               letters of credit) only if guaranteed by a U.S.
               commercial bank with total assets of at least U.S. $1
               billion.

      The Fund can make time deposits. These are non-negotiable
deposits in a bank for a specified period of time. They may be subject
to early withdrawal penalties. Time deposits that are subject to early
withdrawal penalties are subject to the Fund's limits on illiquid
investments, unless the time deposit matures in seven days or less.
"Banks" include commercial banks, savings banks and savings and loan
associations.


o     Commercial Paper. The Fund may invest in commercial paper, if it
is rated within the top two rating categories of Standard & Poor's
Rating Services ("Standard & Poor's") and Moody's Investors Service,
Inc., ("Moody's). If the paper is not rated, it may be purchased if
issued by a company having a credit rating of at least "AA" by Standard
& Poor's or "Aa" by Moody's.

      The Fund may buy commercial paper, including U.S.
dollar-denominated securities of foreign branches of U.S. banks, issued
by other entities if the commercial paper is guaranteed as to principal
and interest by a bank, government or corporation whose certificates of
deposit or commercial paper may otherwise be purchased by the Fund.

o     Variable Amount Master Demand Notes. Master demand notes are
corporate obligations that permit the investment of fluctuating amounts
by the Fund at varying rates of interest under direct arrangements
between the Fund, as lender, and the borrower. They permit daily
changes in the amounts borrowed. The Fund has the right to increase the
amount under the note at any time up to the full amount provided by the
note agreement, or to decrease the amount. The borrower may prepay up
to the full amount of the note without penalty. These notes may or may
not be backed by bank letters of credit.

      Because these notes are direct lending arrangements between the
lender and borrower, it is not expected that there will be a trading
market for them. There is no secondary market for these notes, although
they are redeemable (and thus are immediately repayable by the
borrower) at principal amount, plus accrued interest, at any time.
Accordingly, the Fund's right to redeem such notes is dependent upon
the ability of the borrower to pay principal and interest on demand.

      The Fund has no limitations on the type of issuer from whom these
notes will be purchased. However, in connection with such purchases and
on an ongoing basis, the Sub-Advisor will consider the earning power,
cash flow and other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation in which
all holders of such notes made demand simultaneously. Investments in
master demand notes are subject to the limitation on investments by the
Fund in illiquid securities. Currently, the Fund does not intend that
its investments in variable amount master demand notes will exceed 5%
of its total assets.

|X|   Loans of Portfolio Securities. To raise cash for liquidity
purposes, the Fund can lend its portfolio securities to brokers,
dealers and other types of financial institutions approved by the
Fund's Board of Trustees. These loans are limited to not more than 10%
of the value of the Fund's total assets. The Fund currently does not
intend to engage in loans of securities, but if it does so, such loans
will not likely exceed 5% of the Fund's total assets.

      There are some risks in connection with securities lending. The
Fund might experience a delay in receiving additional collateral to
secure a loan, or a delay in recovery of the loaned securities if the
borrower defaults. The Fund must receive collateral for a loan. Under
current applicable regulatory requirements (which are subject to
change), on each business day the loan collateral must be at least
equal to the value of the loaned securities. It must consist of cash,
bank letters of credit, securities of the U.S. government or its
agencies or instrumentalities, or other cash equivalents in which the
Fund is permitted to invest. To be acceptable as collateral, letters of
credit must obligate a bank to pay amounts demanded by the Fund if the
demand meets the terms of the letter. The terms of the letter of credit
and the issuing bank both must be satisfactory to the Fund.
      When it lends securities, the Fund receives amounts equal to the
dividends or interest on loaned securities. It also receives one or
more of (a) negotiated loan fees, (b) interest on securities used as
collateral, and (c) interest on any short-term debt securities
purchased with such loan collateral. Either type of interest may be
shared with the borrower. The Fund may also pay reasonable finder's,
custodian and administrative fees in connection with these loans. The
terms of the Fund's loans must meet applicable tests under the Internal
Revenue Code and must permit the Fund to reacquire loaned securities on
five days' notice or in time to vote on any important matter.

|X|   Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments.
Investments may be illiquid because of the absence of an active trading
market, making it difficult to value them or dispose of them promptly
at an acceptable price. A restricted security is one that has a
contractual restriction on its resale or which cannot be sold publicly
until it is registered under the Securities Act of 1933.

      As a fundamental policy, the Fund will not invest more than 10%
of its total assets in illiquid or restricted securities, including
repurchase agreements having a maturity beyond seven days, portfolio
securities for which market quotations are not readily available and
time deposits that mature in more than two days. Certain restricted
securities that are eligible for resale to qualified institutional
purchasers, as described below, 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.

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

Investment in Other Investment Companies. The Fund can also invest in
the securities of other investment companies, which can include
open-end funds, closed-end funds and unit investment trusts, subject to
the limits set forth in the Investment Company Act that apply to those
types of investments.  For example, the Fund can invest in
Exchange-Traded Funds, which are typically open-end funds or unit
investment trusts, listed on a stock exchange.  The Fund might do so as
a way of gaining exposure to the segments of the equity or fixed-income
markets represented by the Exchange-Traded Funds' portfolio, at times
when the Fund may not be able to buy those portfolio securities
directly.

      Investing in another investment company may involve the payment
of substantial premiums above the value of such investment company's
portfolio securities and is subject to limitations under the Investment
Company Act.  The Fund does not intend to invest in other investment
companies unless the Manager believes that the potential benefits of
the investment justify the payment of any premiums or sales charges.
As a shareholder of an investment company, the Fund would be subject to
its ratable share of that investment company's expenses, including its
advisory and administration expenses.  The Fund does not anticipate
investing a substantial amount of its net assets in shares of other
investment companies.
Investment Restrictions

|X|   What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can
be changed only by the vote of a "majority" of the Fund's outstanding
voting securities. Under the Investment Company Act, a "majority" vote
is defined as the vote of the holders of the lesser of:
o     67% or more of the shares present or represented by proxy at a
            shareholder meeting, if the holders of more than 50% of the
            outstanding shares are present or represented by proxy, or
o     more than 50% of the outstanding shares.

      Policies described in the Prospectus or this Statement of
Additional Information are "fundamental" only if they are identified as
such. The Fund's Board of Trustees can change non-fundamental policies
without shareholder approval. However, significant changes to
investment policies will be described in supplements or updates to the
Prospectus or this Statement of Additional Information, as appropriate.
The Fund's principal investment policies are described in the
Prospectus.

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

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

o     The Fund cannot invest in companies for the purpose of acquiring
control or management of them.

o     The Fund cannot lend money. However, it can invest in debt
securities that the Fund's investment policies and restrictions permit
it to purchase. The Fund may also lend its portfolio securities and
enter into repurchase agreements.

o     The Fund cannot concentrate investments. That means it cannot
invest 25% or more of its total assets in companies in any one
industry. Obligations of the U.S. government, its agencies and
instrumentalities are not considered to be part of an "industry" for
the purposes of this restriction.

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

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

o     The Fund cannot invest in physical commodities or commodity
contracts. This does not prohibit the Fund from purchasing or selling
options and futures or from buying or selling hedging instruments as
permitted by any of its other investment policies.
o     The Fund cannot borrow money except from banks in amounts not in
excess of 5% of its assets as a temporary measure to meet redemptions.

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

o     The Fund cannot issue "senior securities," but this does not
prohibit certain investment activities for which assets of the Fund are
designated as segregated, or margin, collateral or escrow arrangements
are established, to cover the related obligations. Examples of those
activities include borrowing money, reverse repurchase agreements,
delayed-delivery and when-issued arrangements for portfolio securities
transactions, and contracts to buy or sell derivatives, hedging
instruments, options or futures.

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

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

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

o     The Fund can invest all of its assets in the securities of a
single open-end management investment company for which the Manager,
one of its subsidiaries or a successor is the investment advisor or
sub-advisor. That fund must have substantially the same fundamental
investment objective, policies and limitations as the Fund.

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


How the Fund Is Managed

Organization and History. The Fund is an open-end, diversified
management investment company with an unlimited number of authorized
shares of beneficial interest. The Fund was organized as a
Massachusetts business trust in May 1999.

      The Fund is governed by a Board of Trustees, which is responsible
for protecting the interests of shareholders under Massachusetts law.
The Trustees meet periodically throughout the year to oversee the
Fund's activities, review its performance, and review the actions of
the Manager and Sub-Advisor. Although the Fund will not normally hold
annual meetings of its shareholders, it may hold shareholder meetings
from time to time on important matters, and shareholders have the right
to call a meeting to remove a Trustee or to take other action described
in the Fund's Declaration of Trust.
|X|   Classes  of  Shares.   The   Trustees  are   authorized,   without
shareholder  approval,  to create new series and classes of shares.  The
Trustees  may  reclassify  unissued  shares of the Fund into  additional
series or  classes of shares.  The  Trustees  also may divide or combine
the shares of a class into a greater or lesser number of shares  without
changing the proportionate  beneficial  interest of a shareholder in the
Fund.  Shares do not have  cumulative  voting  rights or  preemptive  or
subscription  rights.  Shares  may be  voted  in  person  or by proxy at
shareholder meetings.

      The Fund currently has five classes of shares: Class A, Class B,
Class C, Class N and Class Y.  All classes invest in the same
investment portfolio.  Only retirement plans may purchase Class N
shares. Only certain institutional investors may elect to purchase
Class Y shares. Each class of shares:
o     has its own dividends and distributions,
o     pays certain expenses which may be different for the different
         classes,
o     may have a different net asset value,
o     may have separate voting rights on matters in which interests of
         one class are different from interests of another class, and
o     votes as a class on matters that affect that class alone.

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

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

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

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

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

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

      The Board of Trustees has an Audit Committee, a Study Committee
and a Proxy Committee.  The members of the Audit Committee are Kenneth
Randall (Chairman), Benjamin Lipstein and Edward Regan.  The Audit
Committee held five meetings during the Fund's fiscal year ended July
31, 2002. The Audit Committee provides the Board with recommendations
regarding the selection of the Fund's independent auditor. The Audit
Committee also reviews the scope and results of audits and the audit
fees charged, reviews reports from the Fund's independent auditor
concerning the Fund's internal accounting procedures, and controls and
reviews reports of the Manager's internal auditor, among other duties
as set forth in the Committee's charter.

      The members of the Study Committee are Benjamin Lipstein
(Chairman), Robert Galli and Elizabeth Moynihan.  The Study Committee
held seven meetings during the Fund's fiscal year ended July 31, 2002.
The Study Committee evaluates and reports to the Board on the Fund's
contractual arrangements, including the Investment Advisory and
Distribution Agreements, transfer and shareholder service agreements
and custodian agreements as well as the policies and procedures adopted
by the Fund to comply with the Investment Company Act and other
applicable law, among other duties as set forth in the Committee's
charter.

      The members of the Proxy Committee are Edward Regan (Chairman),
Russell Reynolds and Clayton Yeutter.  The Proxy Committee held no
meetings during the Fund's fiscal year ended July 31, 2002.  The Proxy
Committee provides the Board with recommendations for proxy voting and
monitors proxy voting by the Fund.

Trustees and Officers of the Fund. Except for Mr. Murphy, each of the
Trustees is an independent trustee of the Fund ("Independent Trustee").
Mr. Murphy is an "Interested Trustee," because he is affiliated with the
Manager by virtue of his positions as an officer and director of the
Manager, and as a shareholder of its parent company.

      The Fund's Trustees and officers and their positions held with
the Fund and length of service in such position(s) and their principal
occupations and business affiliations during the






past five years are listed in the chart below. The information for the
Trustees also includes the dollar range of shares of the Fund as well
as the aggregate dollar range of shares beneficially owned in any of
the Oppenheimer funds overseen by the Trustees. All of the Trustees are
also trustees or directors of the following publicly offered
Oppenheimer funds (referred to as "Board I Funds"):

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

      In addition to being a trustee or director of the Board I Funds,
Mr. Galli is also a director or trustee of 10 other portfolios in the
OppenheimerFunds complex. Present or former officers, directors,
trustees and employees (and their immediate family members) of the
Fund, the Manager and its affiliates, and retirement plans established
by them for their employees are permitted to purchase Class A shares of
the Fund and the other Oppenheimer funds at net asset value without
sales charge. The sales charges on Class A shares is waived for that
group because of the economies of sales efforts realized by the
Distributor.

      Messrs. Murphy, Masterson, Molleur, Vottiero, Wixted and Zack,
and Mses. Bechtolt, Feld and Ives respectively hold the same offices
with one or more of the other Board I Funds as with the Fund.  As of
August 29, 2002 the Trustees and officers of the Fund, as a group,
owned of record or beneficially less than 1% of each class of shares of
the Fund.  The foregoing statement does not reflect ownership of shares
of the Fund held of record by an employee benefit plan for employees of
the Manager, other than the shares beneficially owned under the plan by
the officers of the Fund listed above. In addition, each Independent
Trustee, and his or her family members, do not own securities of either
the Manager, Distributor or Sub-Advisor of the Board I Funds or any
person directly or indirectly controlling, controlled by or under
common control with the Manager, Distributor or Sub-Advisor.

|X|   Affiliated Transactions and Material Business Relationships. Mr.
Reynolds has reported he has a controlling interest in The Directorship
Search Group, Inc. ("The Directorship Search Group"), a director
recruiting firm that provided consulting services to Massachusetts
Mutual Life Insurance Company (which controls the Manager) for fees
aggregating $110,000 from January 1, 2000 through December 31, 2001, an
amount representing less than 5% of the annual revenues of The
Directorship Search Group, Inc. Mr. Reynolds estimates that The
Directorship Search Group will bill Massachusetts Mutual Life Insurance
Company $150,000 for services to be provided during the calendar year
2002.

      The Independent Trustees have unanimously (except for Mr.
Reynolds, who abstained) determined that the consulting arrangements
between The Directorship Search Group, Inc. and Massachusetts Mutual
Life Insurance Company were not material business or professional
relationships that would compromise Mr. Reynolds' status as an
Independent Trustee. Nonetheless, to assure certainty as to
determinations of the Board and the Independent Trustees as to matters
upon which the Investment Company Act or the rules thereunder require
approval by a majority of Independent Trustees, Mr. Reynolds will not
be counted for purposes of determining whether a quorum of Independent
Trustees was present or whether a majority of Independent Trustees
approved the matter.

     The address of each Trustee in the chart below is 6803 S. Tucson
Way, Centennial, CO 80112-3924. Each Trustee serves for an indefinite
term, until his or her resignation, retirement, death or removal.

-------------------------------------------------------------------------------------
                                Independent Trustees
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Address,     Principal   Occupation(s)   During  Past  5 Dollar     Aggregate
                                                                          Dollar
                                                                          Range of
                                                                          Shares
                                                                          Beneficially
                                                                          Owned in
                                                                          any of
                                                               Range of   the
Age, Position(s)                                               Shares     Oppenheimer
Held with Fund     Years  /  Other  Trusteeships/Directorships BeneficiallFunds
and Length of      Held by Trustee / Number of  Portfolios  in Owned in   Overseen
Service            Fund Complex Currently Overseen by Trustee   the Fund  by Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2001
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Leon Levy,         General  Partner  (since  1982) of  Odyssey   None       None
Chairman of the    Partners,  L.P.  (investment   partnership)
Board of Trustees  and  Chairman of the Board  (since 1981) of
Trustee since 1999 Avatar   Holdings,    Inc.   (real   estate
Age: 76            development).  Oversees  31  portfolios  in
                   the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Galli,   A trustee or director of other  Oppenheimer   None       Over
Trustee since 1999 funds.   Formerly  Vice  Chairman  (October
Age: 69            1995-December   1997)   of   the   Manager.
                   Oversees    41     portfolios     in    the
                   OppenheimerFunds complex.                              $100,000
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip A.         The Director  (since 1991) of the Institute   None       Over
Griffiths,         for  Advanced   Study,   Princeton,   N.J.,
Trustee since 1999 director  (since  2001) of GSI Lumonics and
Age: 63            a  member  of  the   National   Academy  of
                   Sciences   (since   1979);   formerly   (in
                   descending  chronological order) a director
                   of Bankers Trust  Corporation,  Provost and
                   Professor    of    Mathematics    at   Duke
                   University,    a   director   of   Research
                   Triangle  Institute,  Raleigh,  N.C., and a
                   Professor   of   Mathematics   at   Harvard            $100,000
                   University.  Oversees 31  portfolios in the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Benjamin           Professor  Emeritus  of  Marketing,   Stern   None       Over
Lipstein, Trustee  Graduate       School      of      Business
since 1999         Administration,    New   York   University.
Age: 79            Oversees    31     portfolios     in    the
                   OppenheimerFunds complex.                              $100,000
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Joel W. Motley,    Director (January 2002-present), Columbia   $None1       None1
Trustee since 2002 Equity Financial Corp. (privately-held
Age: 50            financial adviser); Managing Director
                   (January 2002-present), Carmona Motley,
                   Inc. (privately-held financial adviser);
                   Formerly he held the following positions:
                   Managing Director (January 1998-December
                   2001), Carmona Motley Hoffman, Inc.
                   (privately-held financial adviser);
                   Managing Director (January 1992-December
                   1997), Carmona Motley & Co.
                   (privately-held financial adviser).
                   Oversees 31 portfolios in the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Elizabeth B.       Author  and  architectural   historian;   a                       ,000
Moynihan,          trustee  of the  Freer  Gallery  of Art and
Trustee since 1999 Arthur  M.  Sackler  Gallery   (Smithsonian
Age: 72            Institute),   Trustees   Council   of   the
                   National  Building  Museum; a member of the   None    $50,001-$100
                   Trustees  Council,  Preservation  League of
                   New York State.  Oversees 31  portfolios in
                   the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kenneth A.         A  director  of  Dominion  Resources,  Inc.   None       Over
Randall, Trustee   (electric   utility  holding  company)  and
since 1999         Prime Retail,  Inc. (real estate investment
Age: 75            trust);  formerly  a director  of  Dominion
                   Energy,  Inc. (electric power and oil & gas
                   producer),  President  and Chief  Executive
                   Officer  of  The  Conference   Board,  Inc.
                   (international    economic   and   business
                   research)  and  a  director  of  Lumbermens
                   Mutual    Casualty    Company,     American
                   Motorists  Insurance  Company and  American            $100,000
                   Manufacturers   Mutual  Insurance  Company.
                   Oversees    31     portfolios     in    the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Edward V. Regan,   President,    Baruch   College,   CUNY;   a   None    $50,001-$100,000
Trustee since 1999 director of RBAsset (real estate  manager);
Age: 72            a director of OffitBank;  formerly Trustee,
                   Financial  Accounting  Foundation (FASB and
                   GASB),   Senior   Fellow  of  Jerome   Levy
                   Economics    Institute,    Bard    College,
                   Chairman    of     Municipal     Assistance
                   Corporation  for the City of New York,  New
                   York State  Comptroller  and Trustee of New
                   York  State  and  Local   Retirement  Fund.
                   Oversees  31  investment  companies  in the
                   OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Russell S.         Chairman  (since 1993) of The  Directorship   None    $10,001-$50,000
Reynolds, Jr.,     Search Group,  Inc.  (corporate  governance
Trustee since 1999 consulting  and  executive  recruiting);  a
Age: 70            life   trustee   of   International   House
                   (non-profit educational organization),  and
                   a  trustee  (since  1996) of the  Greenwich
                   Historical Society.  Oversees 31 portfolios
                   in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Donald W. Spiro,   Chairman  Emeritus  (since January 1991) of   None       Over
Vice Chairman of
the Board of       the Manager.  Formerly a director  (January
Trustees,          1969-August 1999) of the Manager.  Oversees
Trustee since 1999 31  portfolios   in  the   OppenheimerFunds            $100,000
Age: 76            complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Clayton K.         Of Counsel  (since  1993),  Hogan & Hartson   None    $50,001-$100,000
Yeutter, Trustee   (a   law   firm).   Other    directorships:
since 1999         Caterpillar,    Inc.   (since   1993)   and
Age: 71            Weyerhaeuser Co. (since 1999).  Oversees 31
                   portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------

      The address of Mr. Murphy in the chart below is 498 Seventh
Avenue, New York, NY 10018. Mr. Murphy serves for an indefinite term,
until his resignation, death or removal.


-------------------------------------------------------------------------------------
                           Interested Trustee and Officer
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Address,    Principal   Occupation(s)   During  Past  5 Dollar      Aggregate
                                                                           Dollar
                                                                          Range of
                                                                         y Shares
                                                              Range of   Beneficially
Age, Position(s)                                              Shares      Owned in
Held with Fund    Years  /  Other  Trusteeships/Directorships Beneficiallany of the
and Length of     Held by Trustee / Number of  Portfolios  in Owned in   Oppenheimer
Service           Fund Complex Currently Overseen by Trustee   the Fund     Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2001
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
John V. Murphy,   Chairman,   Chief  Executive   Officer  and
President and     director  (since  June 2001) and  President    None       Over
Trustee,          (since  September  2000)  of  the  Manager;             $100,000
Trustee since     President  and a  director  or  trustee  of
October 2001      other  Oppenheimer  funds;  President and a
Age: 53           director  (since July 2001) of  Oppenheimer
                  Acquisition  Corp.  (the  Manager's  parent
                  holding   company)   and   of   Oppenheimer
                  Partnership   Holdings,   Inc.  (a  holding
                  company  subsidiary  of  the  Manager);   a
                  director    (since    November   2001)   of
                  OppenheimerFunds   Distributor,   Inc.   (a
                  subsidiary of the Manager);  Chairman and a
                  director  (since July 2001) of  Shareholder
                  Services,    Inc.   and   of    Shareholder
                  Financial  Services,  Inc.  (transfer agent
                  subsidiaries  of  the  Manager);  President
                  and  a  director   (since   July  2001)  of
                  OppenheimerFunds    Legacy    Program    (a
                  charitable  trust  program  established  by
                  the Manager);  a director of the investment
                  advisory  subsidiaries of the Manager:  OFI
                  Institutional  Asset  Management,  Inc. and
                  Centennial  Asset  Management   Corporation
                  (since  November 2001),  HarbourView  Asset
                  Management   Corporation  and  OFI  Private
                  Investments,   Inc.   (since   July  2001);
                  President  (since  November  1, 2001) and a
                  director  (since July 2001) of  Oppenheimer
                  Real  Asset  Management,  Inc.;  a director
                  (since    November    2001)   of    Trinity
                  Investment  Management  Corp.  and  Tremont
                  Advisers,    Inc.    (Investment   advisory
                  affiliates of the Manager);  Executive Vice
                  President    (since   February   1997)   of
                  Massachusetts    Mutual   Life    Insurance
                  Company (the Manager's parent  company);  a
                  director   (since   June   1995)   of   DBL
                  Acquisition  Corporation;  formerly,  Chief
                  Operating  Officer   (September   2000-June
                  2001)  of  the   Manager;   President   and
                  trustee  (November  1999-November  2001) of
                  MML Series  Investment  Fund and MassMutual
                  Institutional  Funds  (open-end  investment
                  companies);     a    director    (September
                  1999-August  2000) of C.M.  Life  Insurance
                  Company;    President,    Chief   Executive
                  Officer     and     director     (September
                  1999-August  2000)  of MML Bay  State  Life
                  Insurance   Company;   a   director   (June
                  1989-June  1998) of  Emerald  Isle  Bancorp
                  and Hibernia  Savings Bank (a  wholly-owned
                  subsidiary   of  Emerald   Isle   Bancorp).
                  Oversees    69     portfolios     in    the
                  OppenheimerFunds complex.
-------------------------------------------------------------------------------------

     The address of the Officers in the chart below is as follows:
Messrs. Molleur and Zack and Ms. Feld is 498 Seventh Avenue, New York,
NY 10018, Messrs. Masterson, Vottiero and Wixted and Mses. Bechtolt and
Ives is 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer
serves for an annual term or until his or her resignation, death or
removal.







-------------------------------------------------------------------------------------
                                Officers of the Fund
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Address, Age,       Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund and Length of
Service
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,          Senior Vice President and Treasurer  (since March 1999) of
Treasurer, Principal      the Manager;  Treasurer  (since March 1999) of HarbourView
Financial and Accounting  Asset Management Corporation,  Shareholder Services, Inc.,
Officer (since April      Oppenheimer    Real    Asset    Management    Corporation,
1999)                     Shareholder   Financial   Services,    Inc.,   Oppenheimer
Age: 42                   Partnership Holdings, Inc., OFI Private Investments,  Inc.
                          (since March 2000),  OppenheimerFunds  International  Ltd.
                          and Oppenheimer  Millennium Funds plc (since May 2000) and
                          OFI Institutional  Asset Management,  Inc. (since November
                          2000)  (offshore  fund  management   subsidiaries  of  the
                          Manager);  Treasurer and Chief  Financial  Officer  (since
                          May 2000) of  Oppenheimer  Trust  Company (a trust company
                          subsidiary of the  Manager);  Assistant  Treasurer  (since
                          March  1999)  of   Oppenheimer   Acquisition   Corp.   and
                          OppenheimerFunds   Legacy   Program  (since  April  2000);
                          formerly  Principal  and Chief  Operating  Officer  (March
                          1995-March  1999),   Bankers  Trust   Company-Mutual  Fund
                          Services  Division.  An  officer of 85  portfolios  in the
                          OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Connie Bechtolt,          Assistant Vice  President of the Manager (since  September
Assistant Treasurer       1998);   formerly   Manager/Fund   Accounting   (September
(since October 10, 2002)  1994-September  1998) of the  Manager.  An  officer  of 72
Age: 39                   portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero,          Vice  President/Fund  Accounting  of  the  Manager  (since
                          March 2002); formerly Vice President/Corporate  Accounting
Assistant Treasurer       of the Manager  (July  1999-March  2002) prior to which he
(since August 15, 2002)   was Chief Financial Officer at Sovlink  Corporation (April
Age: 39                   1996-June  1999).  An  officer  of 72  portfolios  in  the
                          OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack,           Senior  Vice  President   (since  May  1985)  and  General
Secretary (since          Counsel  (since  February  2002) of the  Manager;  General
November 1, 2001)         Counsel   and  a  director   (since   November   2001)  of
Age: 54                   OppenheimerFunds Distributor,  Inc.; Senior Vice President
                          and General  Counsel (since  November 2001) of HarbourView
                          Asset  Management   Corporation;   Vice  President  and  a
                          director (since November 2000) of Oppenheimer  Partnership
                          Holdings,  Inc.;  Senior Vice  President,  General Counsel
                          and  a  director  (since  November  2001)  of  Shareholder
                          Services,  Inc., Shareholder Financial Services, Inc., OFI
                          Private Investments,  Inc.,  Oppenheimer Trust Company and
                          OFI Institutional Asset Management,  Inc.; General Counsel
                          (since  November  2001)  of  Centennial  Asset  Management
                          Corporation;   a  director   (since   November   2001)  of
                          Oppenheimer  Real  Asset   Management,   Inc.;   Assistant
                          Secretary  and  a  director   (since   November  2001)  of
                          OppenheimerFunds   International   Ltd.;   Vice  President
                          (since November 2001) of OppenheimerFunds  Legacy Program;
                          Secretary    (since    November   2001)   of   Oppenheimer
                          Acquisition   Corp.;   formerly   Acting  General  Counsel
                          (November   2001-February   2002)  and  Associate  General
                          Counsel (May 1981-October 2001) of the Manager;  Assistant
                          Secretary   of    Shareholder    Services,    Inc.    (May
                          1985-November 2001),  Shareholder Financial Services, Inc.
                          (November     1989-November    2001);     OppenheimerFunds
                          International  Ltd. and Oppenheimer  Millennium  Funds plc
                          (October  1997-November 2001). An officer of 85 portfolios
                          in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip T. Masterson,      Vice President and Assistant Counsel of the Manager
Assistant Secretary       (since July 1998); formerly, an associate with Davis,
(since August 15, 2002)   Graham, & Stubbs LLP (January 1997-June 1998). An officer
Age: 38                   of 72 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Denis R. Molleur,         Vice  President and Senior  Counsel of the Manager  (since
Assistant Secretary       July  1999);  formerly  a  Vice  President  and  Associate
(since November 1, 2001)  Counsel of the  Manager  (September  1995-July  1999).  An
Age: 44                   officer of 82 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Katherine P. Feld,        Vice  President  and Senior  Counsel  (since July 1999) of
Assistant Secretary       the  Manager;   Vice   President   (since  June  1990)  of
(since November 1, 2001)  OppenheimerFunds   Distributor,   Inc.;   Director,   Vice
Age: 44                   President  and  Secretary  (since June 1999) of Centennial
                          Asset Management Corporation;  Vice President (since 1997)
                          of Oppenheimer Real Asset Management,  Inc.; formerly Vice
                          President  and  Associate  Counsel  of the  Manager  (June
                          1990-July  1999).  An  officer  of 85  portfolios  in  the
                          OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives,         Vice President and Assistant  Counsel (since June 1998) of
Assistant Secretary       the   Manager;    Vice    President    (since   1999)   of
(since November 1, 2001)  OppenheimerFunds  Distributor,  Inc.;  Vice  President and
Age: 36                   Assistant Secretary (since 1999) of Shareholder  Services,
                          Inc.;   Assistant   Secretary  (since  December  2001)  of
                          OppenheimerFunds  Legacy Program and Shareholder Financial
                          Services,  Inc.;  formerly  Assistant  Vice  President and
                          Assistant  Counsel of the Manager (August 1997-June 1998);
                          Assistant  Counsel  of  the  Manager  (August  1994-August
                          1997).    An   officer   of   85    portfolios    in   the
                          OppenheimerFunds complex.
-------------------------------------------------------------------------------------

|X|   Remuneration of Trustees. The officers of the Fund and one of the
Trustees of the Fund (Mr. Murphy) who are affiliated with the Manager
receive no salary or fee from the Fund. The remaining Trustees of the
Fund received the compensation shown below from the Fund with respect
to the Fund's fiscal year ended July 31, 2002. The compensation from
all of the Board I Funds (including the Fund) represents compensation
received as a director, trustee or member of a committee of the Board
during the calendar year 2001.














----------------------------------------------------------------------------------
  Trustee Name and      For Fiscal Year Ended    For Calendar Year Ended12/31/01
     Other Fund
    Position(s)
  (as applicable)             07/31/02
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
                       Aggregate    Retirement     Estimated          Total
                                                                  Compensation
                                                     Annual         From All
                                                   Retirement      Oppenheimer
                                                 Benefits Paid   Funds For Which
                                     Benefits    at Retirement     Individual
                                    Accrued as      from all        Serves As
                     Compensation  Part of Fund  Board I Funds  Trustee/Director
                      from Fund1     Expenses     (33 Funds) 2     (33 Funds)
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Leon Levy                 $0            $7          $137,560        $173,700
Chairman
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Robert G. Galli           $0            $20         $32,7662        $202,8863
Study Committee
Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Phillip Griffiths         $0            $5           $6,803          $54,889
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Benjamin Lipstein         $0            $0          $118,911        $150,152
Study Committee
Chairman, Audit
Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Joel W. Motley4           $0            $0             $0              $0
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Elizabeth         B.      $0            $26         $52,348         $105,760
Moynihan
Study Committee
Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Kenneth A. Randall        $0            $16         $76,827          $97,012
Audit Committee
Chairman
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Edward V. Regan           $0            $27         $42,748          $95,960
Proxy Committee
Chairman, Audit
Committee Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Russell S.                $0            $17         $46,197          $71,792
Reynolds, Jr.
Proxy Committee
Member
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Donald Spiro              $0            $6           $3,625          $64,080
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Clayton K. Yeutter        $0            $13         $31,982          $71,792
Proxy Committee
Member
----------------------------------------------------------------------------------
1.    Aggregate  compensation  from the Fund  includes fees and deferred
   compensation,  if any. No trustee fee expenses  were accrued to the Fund
   during its last fiscal year for any Trustee.
2.    Estimated annual  retirement  benefits paid at retirement is based
   on a straight  life  payment  plan  election.  The amount for Mr.  Galli
   includes   $14,818   for   serving  as  a  trustee  or  director  of  10
   Oppenheimer funds that are not Board I Funds.
3.    Includes  $97,126 for Mr. Galli for serving as trustee or director
   of 10 Oppenheimer funds that are not Board I Funds.
4.    Appointed to the Board on October 10, 2002 and  therefore  did not
   receive any compensation.

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

|X|   Deferred Compensation Plan for Trustees. The Board of Trustees
has adopted a Deferred Compensation Plan for disinterested trustees
that enables them to elect to defer receipt of all or a portion of the
annual fees they are entitled to receive from the Fund. Under the plan,
the compensation deferred by a Trustee is periodically adjusted as
though an equivalent amount had been invested in shares of one or more
Oppenheimer funds selected by the Trustee. The amount paid to the
Trustee under the plan is determined based upon the performance of the
selected funds.

      Deferral of Trustees' fees under the plan will not materially
affect the Fund's assets, liabilities or net income per share. The plan
will not obligate the Fund to retain the services of any Trustee or to
pay any particular level of compensation to any Trustee. Pursuant to an
Order issued by the Securities and Exchange Commission, the Fund may
invest in the funds selected by the Trustee under the plan without
shareholder approval for the limited purpose of determining the value
of the Trustee's deferred fee account.

|X|   Major Shareholders. As of August 29, 2002, the only persons who
owned of record or who were known by the Fund to own of record 5% or
more of the Fund's outstanding Class A, Class B, Class C, Class N and
Class Y shares were:

      RPSS TR UMG Manufacturing & Logistics Inc 401K, Attn: Angela M.
      Jones, 700 S. Battleground Ave., Grover, NC 28073-9541, which
      owned 95,853.649 Class A shares (15.11% of the Class A shares
      then outstanding).

      RPSS TR Robert N. Milling MD FBO Robert N. Milling, 230 Berry
      Tree Ln, Columbia, SC, 28223-7457, which owned 46,027.821 Class A
      shares (7.25% of the Class A shares then outstanding).

      Sterling Trust Company CUST FBO Caddick Construction CO 401K PSP,
      Metro Center, 1 Station Pl., Stamford, CT 06902-6800, which owned
      3,297.548 Class N shares (27.03% of the Class N shares then
      outstanding).

      RPSS TR Talaris Systems Inc., 401(K) Plan, Attn: Gail McBeth, PO
      Box 261580, San Diego, CA 92196-1580, which owned 6,865.756 Class
      N shares (56.29% of the Class N shares then outstanding).

      Persumma Financial Services, 275 Grove St., Auburndale, MA
      02466-2272, which owned 17,487.845 Class Y shares (99.43% of the
      Class Y shares then outstanding).

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

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

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

|X|   The Investment Advisory Agreement.  The Manager provides
investment advisory and management services to the Fund under an
investment advisory agreement between the Manager and the Fund. The
Manager handles the Fund's day-to-day business, and the agreement
permits the Manager to enter into sub-advisory agreements with other
registered investment advisors to obtain specialized services for the
Fund, as long as the Fund is not obligated to pay any additional fees
for those services. The Manager has retained the Sub-Advisor pursuant
to a separate Sub-Advisory Agreement, described below, under which the
Sub-Advisor buys and sells portfolio securities for the Fund. The
members of the portfolio management team of the Fund are employed by
the Sub-Advisor and are the persons principally responsible for the
day-to-day management of the Fund's portfolio, as described below.

      Under the investment advisory agreement, the Fund pays the
Manager an annual fee in monthly installments, based on the average
daily net assets of the Fund. That fee is described in the prospectus.

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

      The Fund pays expenses not expressly assumed by the Manager under
the advisory agreement. The advisory agreement lists examples of
expenses paid by the Fund. The major categories relate to calculation
of the Fund's net asset values per share, interest, taxes, brokerage
commissions, fees to certain Trustees, legal and audit expenses,
custodian and transfer agent expenses, share issuance costs, certain
printing and registration costs and non-recurring expenses, including
litigation costs. The management fees paid by the Fund to the Manager
are calculated at the rates described in the Prospectus, which are
applied to the assets of the Fund as a whole. The fees are allocated to
each class of shares based upon the relative proportion of the Fund's
net assets represented by that class.












------------------------------------------------------
Fiscal   Year   ended     Management Fees Paid to
7/31:                     OppenheimerFunds, Inc.
------------------------------------------------------
------------------------------------------------------
        20001                     $31,905
------------------------------------------------------
------------------------------------------------------
        2001                      $59,463
------------------------------------------------------
------------------------------------------------------
        2002                      $59,119
------------------------------------------------------
1.    For the period from 9/1/99 (commencement of operations) to
              7/31/00.

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

      The agreement permits the Manager to act as investment advisor
for any other person, firm or corporation and to use the names
"Oppenheimer" and "Trinity" in connection with other investment
companies for which it may act as investment advisor or general
distributor. If the Manager shall no longer act as investment advisor
to the Fund, the Manager may withdraw the right of the Fund to use the
names "Oppenheimer" or "Trinity" as part of its name.

|X|   Annual Approval of Investment Advisory Agreement. Each year, the
Board of Trustees, including a majority of the Independent Trustees is
required to approve the renewal of the investment advisory agreement.
The Investment Company Act requires that the Board request and evaluate
and the Manager provide such information as may be reasonably necessary
to evaluate the terms of the investment advisory agreement.  The Board
employs an independent consultant to prepare a report that provides
such information as the Board requested for this purpose.

      The Board also receives information about the 12b-1 distribution
fees the Fund pays.  These distribution fees are reviewed and approved
at a different time of the year.

      The Board reviewed the foregoing information in arriving at its
decision to renew the investment advisory agreement.  Among other
factors, the Board considered:
o     The nature, cost, and quality of the services provided to the
         Fund and its shareholders;
o     The profitability of the Fund to the Manager;
o     The investment performance of the Fund in comparison to regular
         market indices
o     Economies of scale that may be available to the Fund from the
         Manager;
o     Fees paid by other mutual funds for similar services;
o     The value and quality of any other benefits or services received
         by the Fund from its relationship with the Manager, and
o     The direct and indirect benefits the Manager received from its
         relationship with the Fund.  These included services provided
         by the Distributor and the Transfer Agent, and brokerage and
         soft dollar arrangements permissible under Section 28(e) of
         the Securities Exchange Act.

      The Board considered that the Manager must be able to pay and
retain high quality personnel at competitive rates to provide services
to the Fund.  The Board also considered that maintaining the financial
viability of the Manager is important so that the Manager will be able
to continue to provide quality services to the Fund and its
shareholders in adverse times.  The Board also considered the
investment performance of other mutual funds advised by the Manager.
The Board is aware that there are alternatives to the use of the
Manager.

      These matters were also considered by the Independent Trustees
meeting separately from the full Board with experienced Counsel to the
Fund who assisted the Board in its deliberations.  The Fund's Counsel
is independent of the Manager within the meaning and intent of the SEC
Rules regarding the independence of counsel.

      In arriving at a decision, the Board did not single out any one
factor or group of factors as being more important than other factors,
but considered all factors together.  The Board judged the terms and
conditions of the investment advisory agreement, including the
investment advisory fee, in light of all of the surrounding
circumstances. The Board engages in a similar analysis and approval
process with respect to the Sub-Advisory Agreement.

The Sub-Advisor. The Sub-Advisor is a wholly-owned subsidiary of
Oppenheimer Acquisition Corp., a holding company controlled by
Massachusetts Mutual Life Insurance Company. The Manager and the
Sub-Advisor are affiliates.

      The Sub-Advisory Agreement. Under the Sub-Advisory Agreement
between the Manager and the Sub-Advisor, the Sub-Advisor shall
regularly provide investment advice with respect to the Fund and invest
and reinvest cash, securities and the property comprising the assets of
the Fund. Under the Sub-Advisory Agreement, the Sub-Advisor agrees not
to change the portfolio management team of the Fund without the written
approval of the Manager. The Sub-Advisor also agrees to provide
assistance in the distribution and marketing of the Fund.

      Under the Sub-Advisory Agreement, the Manager pays the
Sub-Advisor an annual fee in monthly installments, based on the average
daily net assets of the Fund. The fee paid to the Sub-Advisor under the
Sub-Advisory Agreement is paid by the Manager, not by the Fund. The fee
declines on additional assets as the Fund grows: 0.25% of the first
$150 million of average annual net assets of the Fund; 0.17% of the
next $350 million; and 0.14% of average annual net assets in excess of
$500 million.

      The Sub-Advisory Agreement states that in the absence of willful
misfeasance, bad faith, negligence or reckless disregard of its duties
or obligations, the Sub-Advisor shall not be liable to the Manager for
any act or omission in the course of or connected with rendering
services under
the Sub-Advisory Agreement or for any losses that may be sustained in
the purchase, holding or sale of any security.


Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement and the
Sub-Advisory Agreement. One of the duties of the Sub-Advisor under the
Sub-Advisory Agreement is to arrange the portfolio transactions for the
Fund. The Fund's investment advisory agreement with the Manager and the
Sub-Advisory Agreement contain provisions relating to the employment of
broker-dealers to effect the Fund's portfolio transactions. The Manager
and the Sub-Advisor are authorized to employ broker-dealers, including
"affiliated" brokers, as that term is defined in the Investment Company
Act. They may employ broker-dealers that, in their best judgment based
on
all relevant factors, will implement the policy of the Fund to obtain,
at reasonable expense, the "best execution" of the Fund's portfolio
transactions. Among other things, "best execution" means prompt and
reliable execution at the most favorable price obtainable.

      The  Manager  and  the  Sub-Advisor   need  not  seek  competitive
commission  bidding.  However,  they  are  expected  to be  aware of the
current rates of eligible  brokers and to minimize the commissions  paid
to the extent  consistent with the interests and policies of the Fund as
established by its Board of Trustees.

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

    The Sub-Advisory Agreement permits the Sub-Advisor to enter into
"soft-dollar" arrangements through the agency of third parties to
obtain services for the Fund. Pursuant to these arrangements, the
Sub-Advisor will undertake to place brokerage business with
broker-dealers who pay third parties that provide services. Any such
"soft-dollar" arrangements will be made in accordance with policies
adopted by the Board of the Trustees and in compliance with applicable
law.

Brokerage Practices Followed by the Manager. Brokerage for the Fund is
allocated subject to the provisions of the investment advisory
agreement and the Sub-Advisory Agreement and the procedures and rules
described above. Generally, the Sub-Advisor's portfolio traders
allocate brokerage based upon recommendations from the Fund's portfolio
management team. In certain instances, the team may directly place
trades and allocate brokerage. In either case, the Sub-Advisor's
executive officers supervise the allocation of brokerage.

      Transactions in securities other than those for which an exchange
is the primary market are generally done with principals or market
makers. In transactions on foreign exchanges, the Fund may be required
to pay fixed brokerage commissions and therefore would not have the
benefit of negotiated commissions available in U.S. markets. Brokerage
commissions are paid primarily for transactions in listed securities or
for certain fixed-income agency transactions in the secondary market.
Otherwise brokerage commissions are paid only if it appears likely that
a better price or execution can be obtained by doing so.

      The Sub-Advisor serves as investment manager to a number of
clients, including other investment companies, and may in the future
act as investment manager or advisor to others. It is the practice of
the Sub-Advisor to allocate purchase or sale transactions among the
Fund and other clients whose assets it manages in a manner it deems
equitable. In making those allocations, the Sub-Advisor considers
several main factors, including the respective investment objectives,
the relative size of portfolio holdings of the same or comparable
securities, the availability of cash for investment, the size of
investment commitments generally held and the opinions of the persons
responsible for managing the portfolio of the Fund and other client's
accounts.
      When orders to purchase or sell the same security on identical
terms are placed by more than one of the funds and/or other advisory
accounts managed by the Sub-Advisor or its affiliates, the transactions
are generally executed as received, although a fund or advisory account
that does not direct trades to a specific broker (these are called
"free trades") usually will have its order executed first. Orders
placed by accounts that direct trades to a specific broker will
generally be executed after the free trades. All orders placed on
behalf of the Fund are considered free trades. However, having an order
placed first in the market does not necessarily guarantee the most
favorable price. Purchases are combined where possible for the purpose
of negotiating brokerage commissions. In some cases that practice might
have a detrimental effect on the price or volume of the security in a
particular transaction for the Fund.

    Purchases of portfolio securities from underwriters include a
commission or concession paid by the issuer to the underwriter.
Purchases from dealers include a spread between the bid and asked
prices. The Fund seeks to obtain prompt execution of these orders at
the most favorable net price.

    The investment advisory agreement and the Sub-Advisory agreement
permit the Manager and the Sub-Advisor to allocate brokerage for
research services. The research services provided by a particular
broker may be useful only to one or more of the advisory accounts of
the Sub-Advisor and its affiliates. The investment research received
for the commissions of those other accounts may be useful both to the
Fund and one or more of the Sub-Advisor's other accounts. Investment
research may be supplied to the Sub-Advisor by a third party at the
instance of a broker through which trades are placed.

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

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

---------------------------------------------------------------------------
       Fiscal Year Ended 7/31         Total Brokerage Commissions Paid by
                                                   the Fund1
---------------------------------------------------------------------------
---------------------------------------------------------------------------
                20002                               $11,767
---------------------------------------------------------------------------
---------------------------------------------------------------------------
                2001                                $12,631
---------------------------------------------------------------------------
---------------------------------------------------------------------------
                2002                                $15,2223
---------------------------------------------------------------------------
1.    Amounts do not include spreads or commissions on principal
      transactions on a net trade basis.
2.    For the period from 9/1/99 (commencement of operations) to
      7/31/00.
3.    In the fiscal year ended 7/31/02, the amount of transactions
      directed to brokers for research services was $1,020,207 and
      the amount of the commissions paid to broker-dealers for those
      services was $1,304.
Distribution and Service Plans

The Distributor. Under its General Distributor's Agreement with the
Fund, the Distributor acts as the Fund's principal underwriter in the
continuous public offering of the Fund's classes of shares. The
Distributor bears the expenses normally attributable to sales,
including advertising and the cost of printing and mailing
prospectuses, other than those furnished to existing shareholders. The
Distributor is not obligated to sell a specific number of shares.
Expenses normally attributable to sales are borne by the Distributor.

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

-------------------------------------------
Fiscal    Aggregate        Class A
                           Front-End
Year      Front-End Sales  Sales Charges
Ended     Charges on       Retained by
7/31:     Class A Shares   Distributor1
-------------------------------------------
-------------------------------------------
  20002       $34,708          $11,659
-------------------------------------------
-------------------------------------------
  2001        $33,260          $5,965
-------------------------------------------
-------------------------------------------
  2002        $31,551          $8,155
-------------------------------------------
1.    Includes amounts retained by a broker-dealer  that is an affiliate
    or a parent of the Distributor.
2.    For  the  period  from  9/1/99  (commencement  of  operations)  to
    7/31/00.

-----------------------------------------------------------------------------
Fiscal    Concessions on   Concessions on   Concessions on  Concessions on
Year      Class A Shares   Class B Shares   Class C Shares  Class N Shares
Ended     Advanced by      Advanced by      Advanced by     Advanced by
7/31:     Distributor1     Distributor1     Distributor1    Distributor1
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  20002       $11,312          $33,629          $7,704            N/A
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  2001        $15,801          $24,148          $9,720           None3
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  2002         $3,739          $36,102          $7,408           $3,449
-----------------------------------------------------------------------------
1.    The  Distributor  advances  concession  payments  to  dealers  for
   certain  sales of Class A shares  and for  sales of Class B,  Class C
   and Class N shares from its own resources at the time of sale.
2.    For  the  period  from  9/1/99  (commencement  of  operations)  to
   7/31/00.
3.    The inception date of Class N shares was 3/1/01.

-----------------------------------------------------------------------------
Fiscal    Class A          Class B          Class C          Class N
          Contingent       Contingent       Contingent       Contingent
Year      Deferred Sales   Deferred Sales   Deferred Sales   Deferred Sales
Ended     Charges          Charges          Charges          Charges
7/31      Retained by      Retained by      Retained by      Retained by
          Distributor      Distributor      Distributor      Distributor
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
  2002          $694            $5,866            $236            None
-----------------------------------------------------------------------------

Distribution and Service Plans. The Fund has adopted a Service Plan for
Class A shares and Distribution and Service Plans for Class B, Class C
and Class N shares under Rule 12b-1 of the Investment Company Act.
Under those plans the Fund pays the Distributor for all or a portion of
its costs incurred in connection with the distribution and/or servicing
of the shares of the particular class. Each plan has been approved by a
vote of the Board of Trustees, including a
majority of the Independent Trustees2, cast in person at a meeting
called for the purpose of voting on that plan.

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

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

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

      While the Plans are in effect, the Treasurer of the Fund shall
provide separate written reports on the plans to the Board of Trustees
at least quarterly for its review. The Reports shall detail the amount
of all payments made under a plan and the purpose for which the
payments were made. Those reports are subject to the review and
approval of the Independent Trustees.

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

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

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

      With respect to purchases of Class A shares subject to a
contingent deferred sales charge by certain retirement plans that
purchased such shares prior to March 1, 2001 ("grandfathered retirement
accounts"), the Distributor currently intends to pay the service fee to
Recipients in advance for the first year after the shares are
purchased.  After the first year shares are outstanding, the
Distributor makes service fee payments to Recipients quarterly on those
shares.  The advance payment is based on the net asset value of shares
sold.  Shares purchased by exchange do not qualify for the advance
service fee payment. If Class A shares purchased by grandfathered
retirement accounts are redeemed during the first year after their
purchase, the Recipient of the service fees on those shares will be
obligated to repay the Distributor a pro rata portion of the advance
payment of the service fee made on those shares.

      For the fiscal year ended July 31, 2002,  payments  made under the
Class A Plan  totaled  $10,327 all of which was paid by the  Distributor
to   recipients   that  included  $383  paid  to  an  affiliate  of  the
Distributor's parent company. Any unreimbursed  expenses the Distributor
incurs  with  respect  to Class A shares in any  fiscal  year  cannot be
recovered in  subsequent  years.  The  Distributor  may not use payments
received  under  the Class A Plan to pay any of its  interest  expenses,
carrying charges, or other financial costs, or allocation of overhead.

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

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


      The asset-based sales charge and service fees increase Class B
and Class C expenses by 1.00% and the asset-based sales charge and
service fees increases Class N expenses by 0.50% of the net assets per
year of the respective class.
      The Distributor retains the asset-based sales charge on Class B
and Class N shares. The Distributor retains the asset-based sales
charge on Class C shares during the first year the shares are
outstanding. It pays the asset-based sales charge as an ongoing
concession to the recipient on Class C shares outstanding for a year or
more. If a dealer has a special agreement with the Distributor, the
Distributor will pay the Class B, Class C or Class N service fee and
the asset-based sales charge to the dealer quarterly in lieu of paying
the sales concessions and service fee in advance at the time of
purchase.

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

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








---------------------------------------------------------------------------------
      Distribution Fees Paid to the Distributor for the Year Ended 7/31/02
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class:        Total          Amount         Distributor's       Distributor's
                                                                Unreimbursed
                                            Aggregate           Expenses as %
              Payments       Retained by    Unreimbursed        of Net Assets
              Under Plan     Distributor    Expenses Under Plan of Class
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B Plan     $17,349        $14,8301          $79,750            4.51%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C Plan     $13,478        $5,2232           $26,130            1.95%
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N Plan       $355           $355            $5,642             6.86%
---------------------------------------------------------------------------------
1.    Includes  $320 paid to an  affiliate of the  Distributor's  parent
    company.
2.    Includes  $48 paid to an  affiliate  of the  Distributor's  parent
    company.

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


Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of
terms to illustrate its investment performance. Those terms include
"cumulative total return," "average annual total return," "average
annual total return at net asset value" and "total return at net asset
value." An explanation of how total returns are calculated is set forth
below. You can obtain current performance information by calling the
Fund's Transfer Agent at 1.800.CALL.OPP or by visiting the
OppenheimerFunds Internet website at http://www.oppenheimerfunds.com.

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

      Use of standardized performance calculations enables an investor
to compare the Fund's performance to the performance of other funds for
the same periods. However, a number of factors should be considered
before using the Fund's performance information as a basis for
comparison with other investments:

o     Total returns measure the performance of a hypothetical account
in the Fund over various periods and do not show the performance of
each shareholder's account. Your account's performance will vary from
the model performance data if your dividends are received in cash, or
you buy or sell shares during the period, or you bought your shares at
a different time and price than the shares used in the model.
o     An investment in the Fund is not insured by the FDIC or any other
government agency.

o     The Fund's performance returns do not reflect the effect of taxes
on dividends and capital gains distributions.
o     The principal value of the Fund's shares and total returns are
not guaranteed and normally will fluctuate on a daily basis.
o     When an investor's shares are redeemed, they may be worth more or
less than their original cost.
o     Total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future returns.

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

|X|   Total Return Information. There are different types of "total
returns" to measure the Fund's performance. Total return is the change
in value of a hypothetical investment in the Fund over a given period,
assuming that all dividends and capital gains distributions are
reinvested in additional shares and that the investment is redeemed at
the end of the period. Because of differences in expenses for each
class of shares, the total returns for each class are separately
measured. The cumulative total return measures the change in value over
the entire
period (for example, ten years). An average annual total return shows
the average rate of return for each year in a period that would produce
the cumulative total return over the entire period. However, average
annual total returns do not show actual year-by-year performance. The
Fund uses standardized calculations for its total returns as prescribed
by the SEC. The methodology is discussed below.

      In calculating total returns for Class A shares, the current
maximum sales charge of 5.75% (as a percentage of the offering price)
is deducted from the initial investment ("P") (unless the return is
shown without sales charge, as described below). For Class B shares,
payment of the applicable contingent deferred sales charge is applied,
depending on the period for which the return is shown: 5.0% in the
first year, 4.0% in the second year, 3.0% in the third and fourth
years, 2.0% in the fifth year, 1.0% in the sixth year and none
thereafter. For Class C shares, the 1.0% contingent deferred sales
charge is deducted for returns for the one-year period. For Class N
shares, the 1.0% contingent deferred sales charge is deducted for
returns for the one-year period, and total returns for the periods
prior to 03/01/02 (the inception date for Class N shares) is based on
the Fund's Class A returns, adjusted to reflect the higher Class N
12b-1 fees. There is no sales charge on Class Y shares.

o     Average Annual Total Return. The "average annual total return" of
each class is an average annual compounded rate of return for each year
in a specified number of years. It is the rate of return based on the
change in value of a hypothetical initial investment of $1,000 ("P" in
the formula below) held for a number of years ("n" in the formula) to
achieve an Ending Redeemable Value ("ERV" in the formula) of that
investment, according to the following formula:

ERV   l/n - 1  Average Annual Total
               Return
  P


o     Average Annual Total Return (After Taxes on Distributions). The
"average annual total return (after taxes on distributions)" of Class A
shares is an average annual compounded rate of return for each year in
a specified number of years, adjusted to show the effect of federal
taxes (calculated using the highest individual marginal federal income
tax rates in effect on any reinvestment date) on any distributions made
by the Fund during the specified period. It is the rate of return based
on the change in value of a hypothetical initial investment of $1,000
("P" in the formula below) held for a number of years ("n" in the
formula) to achieve an ending value ("ATVD" in the formula) of that
investment, after taking into account the effect of taxes on Fund
distributions, but not on the redemption of Fund shares, according to
the following formula:

           - 1 = Average Annual Total Return (After Taxes on
ATVD   l/n     Distributions)
---
  P

o     Average Annual Total Return (After Taxes on Distributions and
Redemptions).  The "average annual total return (after taxes on
distributions and redemptions)" of Class A shares is an average annual
compounded rate of return for each year in a specified number of years,
adjusted to show the effect of federal taxes (calculated using the
highest individual marginal federal income tax rates in effect on any
reinvestment date) on any distributions made by the Fund during the
specified period and the effect of capital gains taxes or capital loss
tax benefits (each calculated using the highest federal individual
capital gains tax rate in effect on the redemption date) resulting from
the redemption of the shares at the end of the
period. It is the rate of return based on the change in value of a
hypothetical initial investment of $1,000 ("P" in the formula below)
held for a number of years ("n" in the formula) to achieve an ending
value ("ATVDR" in the formula) of that investment, after taking into
account the effect of taxes on fund distributions and on the redemption
of Fund shares, according to the following formula:

ATVDR       - 1  = Average Annual Total Return (After Taxes on Distributions
---
l/n              and Redemption)
  P

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

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

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








----------------------------------------------------------------
    The Fund's Total Returns for the Periods Ended 07/31/02
----------------------------------------------------------------
----------------------------------------------------------------
Class of  Cumulative           Average Annual Total Returns
          Total    Returns
          (10   Years   or
 Shares   Life of Class)
----------------------------------------------------------------
----------------------------------------------------------------
                                 1-Year            5-Year
                                                 (or life of
                                                   class)
----------------------------------------------------------------
----------------------------------------------------------------
          After    Without  After    Without  After    Without
          Sales    Sales    Sales    Sales    Sales    Sales
          Charge   Charge   Charge   Charge   Charge   Charge
----------------------------------------------------------------
----------------------------------------------------------------
Class A   -35.80%1 -31.88%1 -27.01%  -22.55%  -14.09%1 -12.33%1
----------------------------------------------------------------
----------------------------------------------------------------
Class B   -35.52%1 -33.53%1 -26.91%  -23.06%  -13.97%1 -13.07%1
----------------------------------------------------------------
----------------------------------------------------------------
Class C   -33.40%1 -33.40%1 -23.78%  -23.01%  -13.01%1 -13.01%1
----------------------------------------------------------------
----------------------------------------------------------------
Class N   -24.61%2 -23.85%2 -23.40%  -22.63%  -18.08%2 -17.49%2
----------------------------------------------------------------
----------------------------------------------------------------
Class Y1    N/A    -29.82%1   N/A    -22.14%    N/A    -11.43%1
----------------------------------------------------------------
1.    Inception date of Class A, Class B, Class C and Class Y: 09/01/99
2.    Inception date of Class N: 3/1/01

     ----------------------------------------------------------------------
         Average Annual Total Returns for Class A Shares1 (After Sales
                    Charge) For the Periods Ended 07/31/02
     ----------------------------------------------------------------------
     ----------------------------------------------------------------------
                                         1-Year              5-Year
                                                       (or life of class)
     ----------------------------------------------------------------------
     ----------------------------------------------------------------------
     After Taxes on Distributions        -27.01%            -14.12%1
     ----------------------------------------------------------------------
     ----------------------------------------------------------------------
     After Taxes on Distributions        -16.45%            -10.93%1
     and Redemption of Fund Shares
     ----------------------------------------------------------------------
     1. Inception date of Class A: 09/01/99

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

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

|X|   Morningstar  Rankings.  From time to time the Fund may publish the
star   ranking  of  the   performance   of  its  classes  of  shares  by
Morningstar,  Inc.,  an  independent  mutual  fund  monitoring  service.
Morningstar ranks mutual funds in their specialized  market sector.  The
Fund is included in the domestic stock funds category.

      Morningstar proprietary star rankings reflect historical
risk-adjusted total investment return. For each fund with at least a
three-year history, Morningstar calculates a Morningstar Rating(TM)based
on a Morningstar Risk-Adjusted Return measure that accounts for
variation in a fund's monthly performance (including the effects of
sales charges, loads, and redemption fees), placing more emphasis on
downward variations and rewarding consistent performance.   The top 10%
of funds in each category receive 5 stars, the next 22.5% receive 4
stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars,
and the bottom 10% receive 1 star.  (Each share class is counted as a
fraction of one fund within this scale and rated separately, which may
cause slight variations in the distribution percentages.) The Overall
Morningstar Rating for a fund is derived from a weighted average of the
performance figures associated with its three-, five-and 10-year (if
applicable) Morningstar Rating metrics.

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

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

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

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


ABOUT your account

How to Buy Shares

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

AccountLink.  When shares are purchased through AccountLink, each
purchase must be at least $25. Effective November 1, 2002, for any new
Asset Builder Plan, each purchase through AccountLink must be at least
$50 and shareholders must invest at least $500 before an Asset Builder
    ---
Plan can be established on a new account. Accounts established prior to
November 1, 2001 will remain at $25 for additional purchases. Shares
will be purchased on the regular business day the Distributor is
instructed to initiate the Automated Clearing House ("ACH") transfer to
buy the shares.  Dividends will begin to accrue on shares purchased
with the proceeds of ACH transfers on the business day the Fund
receives Federal Funds for the purchase through the ACH system before
the close of The New York Stock Exchange. The Exchange normally loses
at 4:00 P.M., but may close earlier on certain days.  If Federal Funds
are received on a business day after the close of the Exchange, the
shares will be purchased and dividends will begin to accrue on the next
regular business day.  The proceeds of ACH transfers are normally
received by the Fund three days after the transfers are initiated. If
the proceeds of the ACH transfer are not received on a timely basis,
the Distributor reserves the right to cancel the purchase order. The
Distributor and the Fund are not responsible for any delays in
purchasing shares resulting from delays in ACH transmissions.

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

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

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

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

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

Centennial America Fund, L. P.            Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust    Centennial Tax Exempt Trust
Centennial Government Trust               Oppenheimer Cash Reserves
Centennial Money Market Trust             Oppenheimer Money Market Fund, Inc.
1 - "OSM" stands for Oppenheimer Select Managers
      There is an initial sales charge on the purchase of Class A
shares of each of the Oppenheimer funds described above except the
money market funds. Under certain circumstances described in this
Statement of Additional Information, redemption proceeds of certain
money market fund shares may be subject to a contingent deferred sales
charge.

Letters of Intent.  Under a Letter of Intent, if you purchase Class A
shares or Class A and Class B shares of the Fund and other Oppenheimer
funds during a 13-month period, you can reduce the sales charge rate
that applies to your purchases of Class A shares.  The total amount of
your intended purchases of both Class A and Class B shares will
determine the reduced sales charge rate for the Class A shares
purchased during that period.  You can include purchases made up to 90
days before the date of the Letter.  Letters of Intent do not consider
Class C or Class N shares you purchase or may have purchased.

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

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

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

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

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

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

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

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

      2. If the total minimum investment specified under the Letter is
completed within the 13-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.

      3. If, at the end of the 13-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended
purchase amount specified in the Letter, the investor must remit to the
Distributor an amount equal to the difference between the dollar amount
of sales charges actually paid and the amount of sales charges which
would have been paid if the total amount purchased had been made at a
single time.  That sales charge adjustment will apply to any shares
redeemed prior to the completion of the Letter.  If the difference in
sales charges is not paid within twenty days after a request from the
Distributor or the dealer, the Distributor will, within sixty days of
the expiration of the Letter, redeem the number of escrowed shares
necessary to realize such difference in sales charges.  Full and
fractional shares remaining after such redemption will be released from
escrow.  If a request is received to redeem escrowed shares prior to
the payment of such additional sales charge, the sales charge will be
withheld from the redemption proceeds.

      4. By signing the Letter, the investor irrevocably constitutes
and appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.
5.    The shares eligible for purchase under the Letter (or the holding
of which may be counted toward completion of a Letter) include:
(a)   Class A shares sold with a front-end sales charge or subject to a
            Class A contingent deferred sales charge,
(b)   Class B shares of other Oppenheimer funds acquired subject to a
            contingent deferred sales charge, and
(c)   Class A or Class B shares acquired by exchange of either (1)
            Class A shares of one of the other Oppenheimer funds that
            were acquired subject to a Class A initial or contingent
            deferred sales charge or (2) Class B shares of one of the
            other Oppenheimer funds that were acquired subject to a
            contingent deferred sales charge.

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

Asset Builder Plans.  To establish an Asset Builder Plan to buy shares
directly from a bank account, you must enclose a check (the minimum is
$25) for the initial purchase with your application. Currently, the
minimum investment is $25 to establish an Asset Builder Plan, and will
remain at $25 for those accounts established prior to November 1, 2002.
However, as described above under "AccountLink," for Asset Builder
Plans established on or after November 1, 2002, the minimum investment
for new Asset Builder Plans will increase to $50, each purchase must be
at least $50 and shareholders must invest at least $500 before an Asset
             ---
Builder Plan can be established. Shares purchased by Asset Builder Plan
payments from bank accounts are subject to the redemption restrictions
for recent purchases described in the Prospectus.  Asset Builder Plans
are available only if your bank is an ACH member.  Asset Builder Plans
may not be used to buy shares for OppenheimerFunds employer-sponsored
qualified retirement accounts. Asset Builder Plans also enable
shareholders of Oppenheimer Cash Reserves to use their fund account to
make monthly automatic purchases of shares of up to four other
Oppenheimer funds.

      If you make payments from your bank account to purchase shares of
the Fund, your bank account will be debited automatically.  Normally
the debit will be made two business days prior to the investment dates
you selected on your application.  Neither the Distributor, the
Transfer Agent nor the Fund shall be responsible for any delays in
purchasing shares that result from delays in ACH transmissions.

      Before you establish Asset Builder payments, you should obtain a
prospectus of the selected fund(s) from your financial advisor (or the
Distributor) and request an application from the Distributor.  Complete
the application and return it.  You may change the amount of your Asset
Builder payment or you can terminate these automatic investments at any
time by writing to the Transfer Agent.  The Transfer Agent requires a
reasonable period (approximately 10 days) after receipt of your
instructions to implement them.  The Fund reserves the right to amend,
suspend or discontinue offering Asset Builder plans at any time without
prior notice.

Retirement Plans. Certain types of retirement plans are entitled to
purchase shares of the Fund without sales charge or at reduced sales
charge rates, as described in Appendix B to this Statement of
Additional Information. Certain special sales charge arrangements
described in that Appendix apply to retirement plans whose records are
maintained on a daily valuation basis by Merrill Lynch Pierce Fenner &
Smith, Inc. ("Merrill Lynch") or an independent record keeper that has
a contract or special arrangement with Merrill Lynch. If on the date
the plan sponsor signed the Merrill Lynch record keeping service
agreement the plan has less than $3 million in assets (other than
assets invested in money market funds) invested in applicable
investments, then the retirement plan may purchase only Class B shares
of the Oppenheimer funds. Any retirement plans in that category that
currently invest in Class B shares of the Fund will have their Class B
shares converted to Class A shares of the Fund when the plan's
applicable investments reach $5 million.  OppenheimerFunds has entered
into arrangements with certain
record keepers whereby the Transfer Agent compensates the record keeper
for its record keeping and account servicing functions that it performs
on behalf of the participant level accounts of a retirement plan.
While such compensation may act to reduce the record keeping fees
charged by the retirement plan's record keeper, that compensation
arrangement may be terminated at any time, potentially affecting the
record keeping fees charged by the retirement plan's record keeper.

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

Classes of Shares. Each class of shares of the Fund represents an
interest in the same portfolio of investments of the Fund.  However,
each class has different shareholder privileges and features.  The net
income attributable to Class B, Class C or Class N shares and the
dividends payable on Class B, Class C or Class N shares will be reduced
by incremental expenses borne solely by that class. Those expenses
include the asset-based sales charges to which Class B, Class C and
Class N shares are subject.

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

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

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






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

      |X|   Availability of Class N Shares.  In addition to the
description of the types of retirement plans which may purchase Class N
shares contained in the prospectus, Class N shares also are offered to
the following:
o     to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o     to all rollover contributions made to Individual 401(k) plans,
            Profit-Sharing Plans and Money Purchase Pension Plans,
o     to all direct rollovers from OppenheimerFunds-sponsored Pinnacle
            and Ascender retirement plans,
o     to all trustee-to-trustee IRA transfers,
o     to all 90-24 type 403(b) transfers,
o     to Group Retirement Plans (as defined in Appendix B to this
            Statement of Additional Information) which have entered
            into a special agreement with the Distributor for that
            purpose,
o     to Retirement Plans qualified under Sections 401(a) or 401(k) of
            the Internal Revenue Code, the recordkeeper or the plan
            sponsor for which has entered into a special agreement with
            the Distributor,
o     to Retirement Plans of a plan sponsor where the aggregate assets
            of all such plans invested in the Oppenheimer funds is
            $500,000 or more,
o     to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for
            the purchase with the redemption proceeds of Class A shares
            of one or more Oppenheimer funds.
o     to certain customers of broker-dealers and financial advisors
            that are identified in a special agreement between the
            broker-dealer or financial advisor and the Distributor for
            that purpose.

      The sales concession and the advance of the service fee, as
described in the Prospectus, will not be paid to dealers of record on
sales of Class N shares on:
o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the
            redemption proceeds of Class A shares of one or more
            Oppenheimer funds (other than rollovers from an
            OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan
            to any IRA invested in the Oppenheimer funds),
o     purchases of Class N shares in amounts of $500,000 or more by a
            retirement plan that pays for the purchase with the
            redemption proceeds of  Class C shares of one or more
            Oppenheimer funds held by the plan for more than one year
            (other than rollovers from an OppenheimerFunds-sponsored
            Pinnacle or Ascender 401(k) plan to any IRA invested in the
            Oppenheimer funds), and
o     on purchases of Class N shares by an OppenheimerFunds-sponsored
            Pinnacle or Ascender 401(k) plan made with the redemption
            proceeds of Class A shares of one or more Oppenheimer funds.
      No sales concessions will be paid to the broker-dealer of record,
as described in the Prospectus, on sales of Class N shares purchased
with the redemption proceeds of shares of another mutual fund offered
as an investment option in a retirement plan in which Oppenheimer funds
are also offered as investment options under a special arrangement with
the Distributor, if the purchase occurs more than 30 days after the
Oppenheimer funds are added as an investment option under that plan.

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

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

      Other expenses that are directly attributable to a particular
class are allocated equally to each outstanding share within that
class.  Examples of such expenses include distribution and  service
plan (12b-1) fees, transfer and shareholder servicing agent fees and
expenses, and shareholder meeting expenses (to the extent that such
expenses pertain only to a specific class).

Account Fees. As stated in the Prospectus, effective September 27,
2002, a $12 annual fee is charged on any account valued at less than
$500.  This fee will not be charged for:
o     Accounts that have balances below $500 due to the automatic
      conversion of shares from Class B to Class A shares;
o     Accounts with an active Asset Builder Plan, payroll deduction
      plan or a military allotment plan;
o     OppenheimerFunds-sponsored group retirement accounts that are
      making continuing purchases;
o     Certain accounts held by broker-dealers through the National
      Securities Clearing Corporation; and
o     Accounts that fall below the $500 threshold due solely to market
      fluctuations within the 12-month period preceding the date the
      fee is deducted.

      The fee is charged annually on or about the second to last
business day of September.  This annual fee will be waived for any
shareholders who elect to access their account documents through
electronic document delivery rather than in paper copy and who elect to
utilize the Internet or PhoneLink as their primary source for their
general servicing needs.  To sign up to access account documents
electronically via eDocs Direct, please visit the Service Center on our
website at WWW.OPPENHEIMERFUNDS.COM or call 1.888.470.0862 for
           ------------------------
instructions.

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

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

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

      |X|   Securities Valuation.  The Fund's Board of Trustees has
established procedures for the valuation of the Fund's securities. In
general those procedures are as follows:
o     Equity securities traded on a U.S. securities exchange or on
Nasdaq(R)are valued as follows:
(1)   if last sale information is regularly reported, they are valued
               at the last reported sale price on the principal
               exchange on which they are traded or on Nasdaq, as
               applicable, on that day, or
(2)   if last sale information is not available on a valuation date,
               they are valued at the last reported sale price
               preceding the valuation date if it is within the spread
               of the closing "bid" and "asked" prices on the valuation
               date or, if not,  at the closing "bid" price on the
               valuation date.
o     Equity securities traded on a foreign securities exchange
   generally are valued in one of the following ways:
(1)   at the last sale price available to the pricing service approved
               by the Board of Trustees, or
(2)   at the last sale price obtained by the Manager from the report of
               the principal exchange on which the security is traded
               at its last trading session on or immediately before the
               valuation date, or
(3)   at the mean between the "bid" and "asked" prices obtained from
               the principal exchange on which the security is traded
               or, on the basis of reasonable inquiry, from two market
               makers in the security.
o     Long-term debt securities having a remaining maturity in excess
   of 60 days are valued based on the mean between the "bid" and
   "asked" prices determined by a portfolio pricing service approved by
   the Fund's Board of Trustees or obtained by the Manager from two
   active market makers in the security on the basis of reasonable
   inquiry.
o     The following securities are valued at the mean between the "bid"
   and "asked" prices determined by a pricing service approved by the
   Fund's Board of Trustees or obtained by the Manager from two active
   market makers in the security on the basis of reasonable inquiry:
(1)   debt instruments that have a maturity of more than 397 days when
               issued,
(2)   debt instruments that had a maturity of 397 days or less when
               issued and have a remaining maturity of more than 60
               days, and
(3)   non-money market debt instruments that had a maturity of 397 days
               or less when issued and which have a remaining maturity
               of 60 days or less.
o     The following securities are valued at cost, adjusted for
amortization of premiums and accretion of discounts:
(1)   money market debt securities held by a non-money market fund that
               had a maturity of less than 397 days when issued that
               have a remaining maturity of 60 days or less, and
(2)   debt instruments held by a money market fund that have a
               remaining maturity of 397 days or less.
o     Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined
under the Board's procedures.  If the Manager is unable to locate two
market makers willing to give quotes, a security may be priced at the
mean between the "bid" and "asked" prices provided by a single active
market maker (which in certain cases may be the "bid" price if no
"asked" price is available).

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

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

      Puts, calls, and futures are valued at the last sale price on the
principal exchange on which they are traded or on Nasdaq, as
applicable, as determined by a pricing service approved by the Board of
Trustees or by the Manager.  If there were no sales that day, they
shall be valued at the last sale price on the preceding trading day if
it is within the spread of the closing "bid" and "asked" prices on the
principal exchange or on Nasdaq on the valuation date. If not, the
value shall be the closing bid price on the principal exchange or on
Nasdaq on the valuation date.  If the put, call or future is not traded
on an exchange or on Nasdaq, it shall be valued by the mean between
"bid" and "asked" prices obtained by the Manager from two active market
makers. In certain cases that may be at the "bid" price if no "asked"
price is available.
      When the Fund writes an option, an amount equal to the premium
received is included in the Fund's Statement of Assets and Liabilities
as an asset. An equivalent credit is included in the liability
section.  The credit is adjusted ("marked-to-market") to reflect the
current market value of the option. In determining the Fund's gain on
investments, if a call or put written by the Fund is exercised, the
proceeds are increased by the premium received.  If a call or put
written by the Fund expires, the Fund has a gain in the amount of the
premium. If the Fund enters into a closing purchase transaction, it
will have a gain or loss, depending on whether the premium received was
more or less than the cost of the closing transaction.  If the Fund
exercises a put it holds, the amount the Fund receives on its sale of
the underlying investment is reduced by the amount of premium paid by
the Fund.


How to Sell Shares

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

Reinvestment Privilege.  Within six months of a redemption, a
shareholder may reinvest all or part of the redemption proceeds of:
o     Class A shares purchased subject to an initial sales charge or
         Class A shares on which a contingent deferred sales charge was
         paid, or
o     Class B shares that were subject to the Class B contingent
         deferred sales charge when redeemed.

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

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

Payments "In Kind". The Prospectus states that payment for shares
tendered for redemption is ordinarily made in cash. However, under
certain circumstances, the Board of Trustees of the Fund may determine
that it would be detrimental to the best interests of the remaining
shareholders of the Fund to make payment of a redemption order wholly
or partly in cash. In that case, the Fund may pay the redemption
proceeds in whole or in part by a distribution "in kind" of liquid
securities from the portfolio of the Fund, in lieu of cash.
      The Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act. Under that rule, the Fund is obligated to
redeem shares solely in cash up to the lesser of $250,000 or 1% of the
net assets of the Fund during any 90-day period for any one
shareholder. If shares are redeemed in kind, the redeeming shareholder
might incur brokerage or other costs in selling the securities for
cash. The Fund will value securities used to pay redemptions in kind
using the same method the Fund uses to value its portfolio securities
described above under "Determination of Net Asset Values Per Share."
That valuation will be made as of the time the redemption price is
determined.

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

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

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

Distributions From Retirement Plans.  Requests for distributions from
OppenheimerFunds-sponsored IRAs, SEP-IRAs, SIMPLE IRAs, 403(b)(7)
custodial plans, 401(k) plans or pension or profit-sharing plans should
be addressed to "Trustee, OppenheimerFunds Retirement Plans," c/o the
Transfer Agent at its address listed in "How To Sell Shares" in the
Prospectus or on the back cover of this Statement of Additional
Information.  The request must:
(1)   state the reason for the distribution;
(2)   state the owner's awareness of tax penalties if the distribution
         is premature; and
(3)   conform to the requirements of the plan and the Fund's other
         redemption requirements.

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

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

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

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

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

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

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

      By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions that apply to such
plans, as stated below.  These provisions may be
amended from time to time by the Fund and/or the Distributor.  When
adopted, any amendments will automatically apply to existing Plans.

      |X|   Automatic Exchange Plans.  Shareholders can authorize the
Transfer Agent to exchange a pre-determined amount of shares of the
Fund for shares (of the same class) of other Oppenheimer funds
automatically on a monthly, quarterly, semi-annual or annual basis
under an Automatic Exchange Plan. The minimum amount that may be
exchanged to each other fund account is $25. Effective November 1,
2002, the minimum amount that may be exchanged to each other fund
account is $50. Instructions should be provided on the OppenheimerFunds
Application or signature-guaranteed instructions. Exchanges made under
these plans are subject to the restrictions that apply to exchanges as
set forth in "How to Exchange Shares" in the Prospectus and below in
this Statement of Additional Information.

|X|   Automatic  Withdrawal  Plans.  Fund  shares  will be  redeemed  as
necessary to meet withdrawal  payments.  Shares acquired without a sales
charge  will  be  redeemed   first.   Shares  acquired  with  reinvested
dividends  and  capital  gains  distributions  will  be  redeemed  next,
followed  by  shares  acquired  with  a  sales  charge,  to  the  extent
necessary  to  make  withdrawal  payments.  Depending  upon  the  amount
withdrawn,  the  investor's  principal  may be depleted.  Payments  made
under these plans should not be  considered as a yield or income on your
investment.

      The Transfer Agent will administer the investor's Automatic
Withdrawal Plan as agent for the shareholder(s) (the "Planholder") who
executed the Plan authorization and application submitted to the
Transfer Agent.  Neither the Fund nor the Transfer Agent shall incur
any liability to the Planholder for any action taken or not taken by
the Transfer Agent in good faith to administer the Plan. Share
certificates will not be issued for shares of the Fund purchased for
and held under the Plan, but the Transfer Agent will credit all such
shares to the account of the Planholder on the records of the Fund. Any
share certificates held by a Planholder may be surrendered unendorsed
to the Transfer Agent with the Plan application so that the shares
represented by the certificate may be held under the Plan.

      For accounts subject to Automatic Withdrawal Plans, distributions
of capital gains must be reinvested in shares of the Fund, which will
be done at net asset value without a sales charge. Dividends on shares
held in the account may be paid in cash or reinvested.

      Shares will be redeemed to make withdrawal payments at the net
asset value per share determined on the redemption date.  Checks or
AccountLink payments representing the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected
for receipt of the payment, according to the choice specified in
writing by the Planholder. Receipt of payment on the date selected
cannot be guaranteed.

      The amount and the interval of disbursement payments and the
address to which checks are to be mailed or AccountLink payments are to
be sent may be changed at any time by the Planholder by writing to the
Transfer Agent.  The Planholder should allow at least two weeks' time
after mailing such notification for the requested change to be put in
effect.  The Planholder may, at any time, instruct the Transfer Agent
by written notice to redeem all, or any part of, the shares held under
the Plan. That notice must be in proper form in accordance with the
requirements of the then-current Prospectus of the Fund. In that case,
the Transfer Agent will redeem the number of shares requested at the
net asset value per share in effect and will mail a check for the
proceeds to the Planholder.

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

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

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


How to Exchange Shares

As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged
only for shares of the same class of other Oppenheimer funds. Shares of
Oppenheimer funds that have a single class without a class designation
are deemed "Class A" shares for this purpose. You can obtain a current
list showing which funds offer which classes of shares by calling the
Distributor.

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

      The following funds only offer Class A shares:
      Centennial America Fund, L.P.           Centennial New York Tax Exempt
                                              Trust
      Centennial California Tax Exempt Trust  Centennial Tax Exempt Trust
      Centennial Government Trust             Oppenheimer Money Market Fund, Inc.
      Centennial Money Market Trust

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

      The following funds do not offer Class Y shares:
      Oppenheimer California Municipal Fund   Oppenheimer Limited Term Municipal
                                              Fund
      Oppenheimer Capital Income Fund         Oppenheimer New Jersey Municipal
                                              Fund
      Oppenheimer Cash Reserves               Oppenheimer New York Municipal Fund
      Oppenheimer Champion Income Fund        Oppenheimer Pennsylvania Municipal
                                              Fund
      Oppenheimer Convertible Securities Fund Oppenheimer Rochester National
                                              Municipals
      Oppenheimer Disciplined Allocation Fund Oppenheimer Senior Floating Rate
                                              Fund
      Oppenheimer Gold & Special Minerals     Oppenheimer Small Cap Value Fund
      Fund
      Oppenheimer International Small         Limited Term New York Municipal
      Company Fund                            Fund

o     Class Y shares of Oppenheimer Real Asset Fund may not be
         exchanged for shares of any other fund.
o     Class B, Class C and Class N shares of Oppenheimer Cash Reserves
         are generally available only by exchange from the same class
         of shares of other Oppenheimer funds or through
         OppenheimerFunds-sponsored 401(k) plans.
o     Class M shares of Oppenheimer Convertible Securities Fund may be
         exchanged only for Class A shares of other Oppenheimer funds.
         They may not be acquired by exchange of shares of any class of
         any other Oppenheimer funds except Class A shares of
         Oppenheimer Money Market Fund or Oppenheimer Cash Reserves
         acquired by exchange of Class M shares.
o     Class X shares of Limited Term New York Municipal Fund may be
         exchanged only for Class B shares of other Oppenheimer funds
         and no exchanges may be made to Class X shares.
o     Shares of Oppenheimer Capital Preservation Fund may not be
         exchanged for shares of Oppenheimer Money Market Fund, Inc.,
         Oppenheimer Cash Reserves or Oppenheimer Limited-Term
         Government Fund.  Only participants in certain retirement
         plans may purchase shares of Oppenheimer Capital Preservation
         Fund, and only those participants may exchange shares of other
         Oppenheimer funds for shares of Oppenheimer Capital
         Preservation Fund.
o     Class A shares of Oppenheimer Senior Floating Rate Fund are not
         available by exchange of shares of Oppenheimer Money Market
         Fund or Class A shares of Oppenheimer Cash Reserves.
o     Shares of Oppenheimer Select Managers Mercury Advisors S&P Index
         Fund and Oppenheimer Select Managers QM Active Balanced Fund
         are only available to retirement plans and are available only
         by exchange from the same class of shares of other Oppenheimer
         funds held by retirement plans.
o     Class A shares of Oppenheimer funds may be exchanged at net asset
         value for shares of any money market fund offered by the
         Distributor. Shares of any money market fund purchased without
         a sales charge may be exchanged for shares of Oppenheimer
         funds offered with a sales charge upon payment of the sales
         charge. They may also be used to purchase shares of
         Oppenheimer funds subject to an early withdrawal charge or
         contingent deferred sales charge.
o     Shares of Oppenheimer Money Market Fund, Inc. purchased with the
         redemption proceeds of shares of other mutual funds (other
         than funds managed by the Manager or its subsidiaries)
         redeemed within the 30 days prior to that purchase may
         subsequently be exchanged for shares of other Oppenheimer
         funds without being subject to an initial sales charge or
         contingent deferred sales charge. To qualify for that
         privilege, the investor or the investor's dealer must notify
         the Distributor of
         eligibility for this privilege at the time the shares of
         Oppenheimer Money Market Fund, Inc. are purchased. If
         requested, they must supply proof of entitlement to this
         privilege.
o     Shares of the Fund acquired by reinvestment of dividends or
         distributions from any of the other Oppenheimer funds or from
         any unit investment trust for which reinvestment arrangements
         have been made with the Distributor may be exchanged at net
         asset value for shares of any of the Oppenheimer funds.

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

      |X|   How Exchanges Affect Contingent Deferred Sales Charges. No
contingent deferred sales charge is imposed on exchanges of shares of
any class purchased subject to a contingent deferred sales charge, with
the following exceptions:

o     When Class A shares of any Oppenheimer fund (other than Rochester
National Municipals and Rochester Fund Municipals) acquired by exchange
of Class A shares of any Oppenheimer fund purchased subject to a Class
A contingent deferred sales charge are redeemed within 18 months
measured from the beginning of the calendar month of the initial
purchase of the exchanged Class A shares, the Class A contingent
deferred sales charge is imposed on the redeemed shares.

o     When Class A shares of Rochester National Municipals and
Rochester Fund Municipals acquired by exchange of Class A shares of any
Oppenheimer fund purchased subject to a Class A contingent deferred
sales charge are redeemed within 24 months of the beginning of the
calendar month of the initial purchase of the exchanged Class A shares,
the Class A contingent deferred sales charge is imposed on the redeemed
shares.

o     If any Class A shares of another Oppenheimer fund that are
exchanged for Class A shares of Oppenheimer Senior Floating Rate Fund
are subject to the Class A contingent deferred sales charge of the
other Oppenheimer fund at the time of exchange, the holding period for
that Class A contingent deferred sales charge will carry over to the
Class A shares of Oppenheimer Senior Floating Rate Fund acquired in the
exchange. The Class A shares of Oppenheimer Senior Floating Rate Fund
acquired in that exchange will be subject to the Class A Early
Withdrawal Charge of Oppenheimer Senior Floating Rate Fund if they are
repurchased before the expiration of the holding period.

o     When Class A shares of Oppenheimer Cash Reserves and Oppenheimer
Money Market Fund, Inc. acquired by exchange of Class A shares of any
Oppenheimer fund purchased subject to a Class A contingent deferred
sales charge are redeemed within the Class A holding period of the fund
from which the shares were exchanged, the Class A contingent deferred
sales charge of the fund from which the shares were exchanged is
imposed on the redeemed shares.

o     With respect to Class B shares, the Class B contingent deferred
sales charge is imposed on Class B shares acquired by exchange if they
are redeemed within six years of the initial purchase of the exchanged
Class B shares.

o     With respect to Class C shares, the Class C contingent deferred
sales charge is imposed on Class C shares acquired by exchange if they
are redeemed within 12 months of the initial purchase of the exchanged
Class C shares.

o     With respect to Class N shares, a 1% contingent deferred sales
charge will be imposed if the retirement plan (not including IRAs and
403(b) plans) is terminated or Class N shares of all Oppenheimer funds
are terminated as an investment option of the plan and Class N shares
are redeemed within 18 months after the plan's first purchase of Class
N shares of any Oppenheimer fund or with respect to an individual
retirement plan or 403(b) plan, Class N shares are redeemed within 18
months of the plan's first purchase of Class N shares of any
Oppenheimer fund.

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

      Shareholders owning shares of more than one class must specify
which class of shares they wish to exchange.

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

      |X|   Telephone Exchange Requests. When exchanging shares by
telephone, a shareholder must have an existing account in the fund to
which the exchange is to be made. Otherwise, the investors must obtain
a prospectus of that fund before the exchange request may be submitted.
If all telephone lines are busy (which might occur, for example, during
periods of substantial market fluctuations), shareholders might not be
able to request exchanges by telephone and would have to submit written
exchange requests.

      |X|   Processing Exchange Requests. Shares to be exchanged are
redeemed on the regular business day the Transfer Agent receives an
exchange request in proper form (the "Redemption Date").  Normally,
shares of the fund to be acquired are purchased on the Redemption Date,
but such purchases may be delayed by either fund up to five business
days if it determines that it would be disadvantaged by an immediate
transfer of the redemption proceeds.  The Fund reserves the right, in
its discretion, to refuse any exchange request that may disadvantage
it. For example, if the receipt of multiple exchange requests from a
dealer might require the disposition of portfolio securities at a time
or at a price that might be disadvantageous to the Fund, the Fund may
refuse the request.  When you exchange some or all of your shares from
one fund to another, any special account feature such as an Asset
Builder Plan or Automatic Withdrawal Plan, will be switched to the new
fund account unless you tell the Transfer Agent not to do so.  However,
special redemption and exchange features such as Automatic Exchange
Plans and Automatic Withdrawal Plans cannot be switched to an account
in Oppenheimer Senior Floating Rate Fund.

      In connection with any exchange request, the number of shares
exchanged may be less than the number requested if the exchange or the
number requested would include shares subject to a restriction cited in
the Prospectus or this Statement of Additional Information, or would
include shares covered by a share certificate that is not tendered with
the request.  In those cases, only the shares available for exchange
without restriction will be exchanged.

      The different Oppenheimer funds available for exchange have
different investment objectives, policies and risks. A shareholder
should assure that the fund selected is appropriate for his or her
investment and should be aware of the tax consequences of an exchange.
For federal income tax purposes, an exchange transaction is treated as
a redemption of shares of one fund and a purchase of shares of
another.  "Reinvestment Privilege," above, discusses some of the tax
consequences of reinvestment of redemption proceeds in such cases.  The
Fund, the Distributor, and the Transfer Agent are unable to provide
investment, tax or legal advice to a shareholder in connection with an
exchange request or any other investment transaction.


Dividends, Capital Gains and Taxes

Dividends and Distributions. The Fund has no fixed dividend rate and
there can be no assurance as to the payment of any dividends or the
realization of any capital gains. The dividends and distributions paid
by a class of shares will vary from time to time depending on market
conditions, the composition of the Fund's portfolio, and expenses borne
by the Fund or borne separately by a class. Dividends are calculated in
the same manner, at the same time, and on the same day for each class
of shares. However, dividends on Class B, Class C and Class N shares
are expected to be lower than dividends on Class A and Class Y shares.
That is because of the effect of the asset-based sales charge on Class
B, Class C and Class N shares. Those dividends will also differ in
amount as a consequence of any difference in the net asset values of
Class A, Class B, Class C, Class N and Class Y shares.

      Dividends, distributions and proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the
Postal Service as undeliverable will be invested in shares of
Oppenheimer Money Market Fund, Inc. Reinvestment will be made as
promptly as possible after the return of such checks to the Transfer
Agent, to enable the investor to earn a return on otherwise idle funds.
Unclaimed accounts may be subject to state escheatment laws, and the
Fund and the Transfer Agent will not be liable to shareholders or their
representatives for compliance with those laws in good faith.

Tax Status of the Fund's Dividends, Distributions and Redemptions of
Shares.  The federal tax treatment of the Fund's dividends and capital
gains distributions is briefly highlighted in the Prospectus. The
following is only a summary of certain additional tax considerations
generally affecting the Fund and its shareholders.

      The tax discussion in the Prospectus and this Statement of
Additional Information is based on tax law in effect on the date of the
Prospectus and this Statement of Additional Information. Those laws and
regulations may be changed by legislative, judicial, or administrative
action, sometimes with retroactive effect. State and local tax
treatment of ordinary income dividends and capital gain dividends from
regulated investment companies may differ from the treatment under the
Internal Revenue Code described below. Potential purchasers of shares
of the Fund are urged to consult their tax advisers with specific
reference to their own tax circumstances as well as the consequences of
federal, state and local tax rules affecting an investment in the Fund.
|X|   Qualification as a Regulated Investment Company.  The Fund has
elected to be taxed as a regulated investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended.  As a regulated
investment company, the Fund is not subject to federal income tax on
the portion of its net investment income (that is, taxable interest,
dividends, and other taxable ordinary income, net of expenses) and
capital gain net income (that is, the excess of net long-term capital
gains over net short-term capital losses) that it distributes to
shareholders. That qualification enables the Fund to "pass through" its
income and realized capital gains to shareholders without having to pay
tax on them. This avoids a "double tax" on that income and capital
gains, since shareholders normally will be taxed on the dividends and
capital gains they receive from the Fund (unless their Fund shares are
held in a retirement account or the shareholder is otherwise exempt
from tax).

      The Internal Revenue Code contains a number of complex tests
relating to qualification that the Fund might not meet in a particular
year. If it did not qualify as a regulated investment company, the Fund
would be treated for tax purposes as an ordinary corporation and would
receive no tax deduction for payments made to shareholders.

      To qualify as a regulated investment company, the Fund must
distribute at least 90% of its investment company taxable income (in
brief, net investment income and the excess of net short-term capital
gain over net long-term capital loss) for the taxable year. The Fund
must also satisfy certain other requirements of the Internal Revenue
Code, some of which are described below.  Distributions by the Fund
made during the taxable year or, under specified circumstances, within
12 months after the close of the taxable year, will be considered
distributions of income and gains for the taxable year and will
therefore count toward satisfaction of the above-mentioned
requirement.

      To qualify as a regulated investment company, the Fund must
derive at least 90% of its gross income from dividends, interest,
certain payments with respect to securities loans, gains from the sale
or other disposition of stock or securities or foreign currencies (to
the extent such currency gains are directly related to the regulated
investment company's principal business of investing in stock or
securities) and certain other income.

      In addition to satisfying the requirements described above, the
Fund must satisfy an asset diversification test in order to qualify as
a regulated investment company.  Under that test, at the close of each
quarter of the Fund's taxable year, at least 50% of the value of the
Fund's assets must consist of cash and cash items (including
receivables), U.S. government securities, securities of other regulated
investment companies, and securities of other issuers. As to each of
those issuers, the Fund must not have invested more than 5% of the
value of the Fund's total assets in securities of each such issuer and
the Fund must not hold more than 10% of the outstanding voting
securities of each such issuer. No more than 25% of the value of its
total assets may be invested in the securities of any one issuer (other
than U.S. government securities and securities of other regulated
investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or
businesses. For purposes of this test, obligations issued or guaranteed
by certain agencies or instrumentalities of the U.S. government are
treated as U.S. government securities.

|X|   Excise Tax on Regulated Investment Companies. Under the Internal
Revenue Code, by December 31 each year, the Fund must distribute 98% of
its taxable investment income earned from January 1 through December 31
of that year and 98% of its capital gains realized in the period from
November 1 of the prior year through October 31 of the current year. If
it does not, the Fund must pay an excise tax on the amounts not
distributed. It is presently anticipated that the Fund will meet those
requirements. To meet this requirement, in certain circumstances the
Fund might be required to liquidate portfolio investments to make
sufficient distributions to avoid excise tax liability. However, the
Board of Trustees and the Manager might determine in a particular year
that it would be in the best interests of shareholders for the Fund not
to make such distributions at the required levels and to pay the excise
tax on the undistributed amounts. That would reduce the amount of
income or capital gains available for distribution to shareholders.

|X|   Taxation   of   Fund    Distributions.    The   Fund   anticipates
distributing  substantially all of its investment company taxable income
for  each  taxable  year.  Those   distributions   will  be  taxable  to
shareholders  as ordinary  income and treated as  dividends  for federal
income tax purposes.

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

      The Fund may either retain or distribute to shareholders its net
capital gain for each taxable year.  The Fund currently intends to
distribute any such amounts.  If net long term capital gains are
distributed and designated as a capital gain distribution, it will be
taxable to shareholders as a long-term capital gain and will be
properly identified in reports sent to shareholders in January of each
year. Such treatment will apply no matter how long the shareholder has
held his or her shares or whether that gain was recognized by the Fund
before the shareholder acquired his or her shares.

      If the Fund elects to retain its net capital gain, the Fund will
be subject to tax on it at the 35% corporate tax rate. If the Fund
elects to retain its net capital gain, the Fund will provide to
shareholders of record on the last day of its taxable year information
regarding their pro rata share of the gain and tax paid. As a result,
each shareholder will be required to report his or her pro rata share
of such gain on their tax return as long-term capital gain, will
receive a refundable tax credit for his/her pro rata share of tax paid
by the Fund on the gain, and will increase the tax basis for his/her
shares by an amount equal to the deemed distribution less the tax
credit.

      Investment income that may be received by the Fund from sources
within foreign countries may be subject to foreign taxes withheld at
the source.  The United States has entered into tax treaties with many
foreign countries which entitle the Fund to a reduced rate of, or
exemption from, taxes on such income.

      Distributions by the Fund that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of
capital to the extent of the shareholder's tax basis in their shares.
Any excess will be treated as gain from the sale of those shares, as
discussed below. Shareholders will be advised annually as to the U.S.
federal income tax consequences of distributions made (or deemed made)
during the year. If prior distributions made by the Fund must be
re-characterized as a non-taxable return of capital at the end of the
fiscal year as a result of the effect of the Fund's investment
policies, they will be identified as such in notices sent to
shareholders.
      Distributions by the Fund will be treated in the manner described
above regardless of whether the distributions are paid in cash or
reinvested in additional shares of the Fund (or of another fund).
Shareholders receiving a distribution in the form of additional shares
will be treated as receiving a distribution in an amount equal to the
fair market value of the shares received, determined as of the
reinvestment date.

      The Fund will be required in certain cases to withhold 30% (29%
for payments after December 31, 2003) of ordinary income dividends,
capital gains distributions and the proceeds of the redemption of
shares, paid to any shareholder (1) who has failed to provide a correct
                                                                -------
taxpayer identification number or to properly certify that number when
required, (2) who is subject to backup withholding for failure to
report the receipt of interest or dividend income properly, or (3) who
has failed to certify to the Fund that the shareholder is not subject
to backup withholding or is an "exempt recipient" (such as a
corporation). All income and any tax withheld by the Fund is remitted
by the Fund to the U.S. Treasury and is identified in reports mailed to
shareholders in January of each year.

|X|   Tax Effects of Redemptions of Shares. If a shareholder redeems
all or a portion of his/her shares, the shareholder will recognize a
                -
gain or loss on the redeemed shares in an amount equal to the
difference between the proceeds of the redeemed shares and the
shareholder's adjusted tax basis in the shares.  All or a portion of
any loss recognized in that manner may be disallowed if the shareholder
purchases other shares of the Fund within 30 days before or after the
redemption.

      In general, any gain or loss arising from the redemption of
shares of the Fund will be considered capital gain or loss, if the
shares were held as a capital asset. It will be long-term capital gain
or loss if the shares were held for more than one year.  However, any
capital loss arising from the redemption of shares held for six months
or less will be treated as a long-term capital loss to the extent of
the amount of capital gain dividends received on those shares. Special
holding period rules under the Internal Revenue Code apply in this case
to determine the holding period of shares and there are limits on the
deductibility of capital losses in any year.

|X|   Foreign Shareholders.  Under U.S. tax law, taxation of a
shareholder who is a foreign person (to include, but not limited to, a
nonresident alien individual, a foreign trust, a foreign estate, a
foreign corporation, or a foreign partnership) primarily depends on
whether the foreign person's income from the Fund is effectively
connected with the conduct of a U.S. trade or business. Typically,
ordinary income dividends paid from a mutual fund are not considered
"effectively connected" income.

      Ordinary income dividends that are paid by the Fund (and are
deemed not "effectively connected income") to foreign persons will be
subject to a U.S. tax withheld by the Fund at a rate of 30%, provided
the Fund obtains a properly completed and signed Certificate of Foreign
Status. The tax rate may be reduced if the foreign person's country of
residence has a tax treaty with the U.S. allowing for a reduced tax
rate on ordinary income dividends paid by the Fund. All income and any
tax withheld by the Fund is remitted by the Fund to the U.S. Treasury
and is identified in reports mailed to shareholders in March of each
year.

      If the ordinary income dividends from the Fund are effectively
                                                     ---
connected with the conduct of a U.S. trade or business, then the
foreign person may claim an exemption from the U.S. tax described above
provided the Fund obtains a properly completed and signed Certificate
of Foreign Status.
      If the foreign person fails to provide a certification of his/her
foreign status, the Fund will be required to withhold U.S. tax at a
rate of 30% (29% for payments after December 31, 2003) on ordinary
income dividends, capital gains distributions and the proceeds of the
redemption of shares, paid to any foreign person. All income and any
tax withheld (in this situation) by the Fund is remitted by the Fund to
the U.S. Treasury and is identified in reports mailed to shareholders
in January of each year.

      The tax consequences to foreign persons entitled to claim the
benefits of an applicable tax treaty may be different from those
described herein.  Foreign shareholders are urged to consult their own
tax advisors or the U.S. Internal Revenue Service with respect to the
particular tax consequences to them of an investment in the Fund,
including the applicability of the U.S. withholding taxes described
above.

Dividend Reinvestment in Another Fund.  Shareholders of the Fund may
elect to reinvest all dividends and/or capital gains distributions in
shares of the same class of any of the other Oppenheimer funds listed
above. Reinvestment will be made without sales charge at the net asset
value per share in effect at the close of business on the payable date
of the dividend or distribution. To elect this option, the shareholder
must notify the Transfer Agent in writing and must have an existing
account in the fund selected for reinvestment. Otherwise the
shareholder first must obtain a prospectus for that fund and an
application from the Distributor to establish an account. Dividends
and/or distributions from shares of certain other Oppenheimer funds
(other than Oppenheimer Cash Reserves) may be invested in shares of
this Fund on the same basis.


Additional Information About the Fund

The Distributor.  The Fund's shares are sold through dealers, brokers
and other financial institutions that have a sales agreement with
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that
acts as the Fund's Distributor.  The Distributor also distributes
shares of the other Oppenheimer funds and is sub-distributor for funds
managed by a subsidiary of the Manager.

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer
Agent, is a division of the Manager. It is responsible for maintaining
the Fund's shareholder registry and shareholder accounting records, and
for paying dividends and distributions to shareholders. It also handles
shareholder servicing and administrative functions. It serves as the
Transfer Agent for an annual per account fee. It also acts as
shareholder servicing agent for the other Oppenheimer funds.
Shareholders should direct inquiries about their accounts to the
Transfer Agent at the address and toll-free numbers shown on the back
cover.

The Custodian. Citibank, N.A. is the custodian of the Fund's assets.
The custodian's responsibilities include safeguarding and controlling
the Fund's portfolio securities and handling the delivery of such
securities to and from the Fund.  It is the practice of the Fund to
deal with the custodian in a manner uninfluenced by any banking
relationship the custodian may have with the Manager and its
affiliates.  The Fund's cash balances with the custodian in excess of
$100,000 are not protected by federal deposit insurance.  Those
uninsured balances at times may be substantial.

Independent Auditors. KPMG LLP is the independent auditor of the Fund.
The firm audits the Fund's financial statements and performs other
related audit services. KPMG LLP also acts as auditor for certain other
funds advised by the Manager and its affiliates.





INDEPENDENT AUDITORS' REPORT


--------------------------------------------------------------------------------
 THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
 OPPENHEIMER TRINITY CORE FUND:
 We have audited the accompanying statement of assets and liabilities of
 Oppenheimer Trinity Core Fund, including the statement of investments, as of
 July 31, 2002, and the related statement of operations for the year then
ended,
 the statements of changes in net assets for each of the two years in the
period
 then ended, and the financial highlights for each of the two years in the
 period then ended, and the period from September 1, 1999 (inception of
 offering) to July 31, 2000. These financial statements and financial
highlights
 are the responsibility of the Fund's management. Our responsibility is to
 express an opinion on these financial statements and financial highlights
based
 on our audits.
    We conducted our audits in accordance with auditing standards generally
 accepted in the United States of America. Those standards require that we
plan
 and perform the audit to obtain reasonable assurance about whether the
 financial statements and financial highlights are free of material
 misstatement. An audit includes examining, on a test basis, evidence
supporting
 the amounts and disclosures in the financial statements. Our procedures
 included confirmation of securities owned as of July 31, 2002, by
 correspondence with the custodian. An audit also includes assessing the
 accounting principles used and significant estimates made by management, as
 well as evaluating the overall financial statement presentation. We believe
 that our audits provide a reasonable basis for our opinion.
    In our opinion, the financial statements and financial highlights referred
 to above present fairly, in all material respects, the financial position of
 Oppenheimer Trinity Core Fund as of July 31, 2002, the results of its
 operations for the year then ended, the changes in its net assets for each of
 the two years in the period then ended, and the financial highlights for each
 of the two years in the period then ended, and the period from September 1,
 1999 (inception of offering) to July 31, 2000, in conformity with accounting
 principles generally accepted in the United States of America.



 KPMG LLP

 Denver, Colorado
 August 21, 2002




STATEMENT OF INVESTMENTS  JULY 31, 2002

                                                                  MARKET VALUE
                                                         SHARES     SEE NOTE 1
================================================================================
 COMMON STOCKS--97.7%
--------------------------------------------------------------------------------
 CONSUMER DISCRETIONARY--16.9%
--------------------------------------------------------------------------------
 AUTO COMPONENTS--1.4%
 Dana Corp.                                               1,300     $   20,904
--------------------------------------------------------------------------------
 Delphi Corp.                                             5,200         51,792
--------------------------------------------------------------------------------
 Johnson Controls, Inc.                                     400         32,408

------------
                                                                       105,104

--------------------------------------------------------------------------------
 AUTOMOBILES--1.2%
 General Motors Corp.                                     1,900         88,445
--------------------------------------------------------------------------------
 HOTELS, RESTAURANTS & LEISURE--0.4%
 Harrah's Entertainment, Inc.(1)                            600         28,392
--------------------------------------------------------------------------------
 HOUSEHOLD DURABLES--0.6%
 Maytag Corp.                                               600         19,878
--------------------------------------------------------------------------------
 Whirlpool Corp.                                            500         28,685

------------
                                                                        48,563

--------------------------------------------------------------------------------
 MEDIA--4.2%
 AOL Time Warner, Inc.(1)                                 8,700        100,050
--------------------------------------------------------------------------------
 Comcast Corp., Cl. A Special(1)                          3,400         71,060
--------------------------------------------------------------------------------
 Interpublic Group of Cos., Inc.                          2,400         50,184
--------------------------------------------------------------------------------
 Knight-Ridder, Inc.                                        700         42,385
--------------------------------------------------------------------------------
 McGraw-Hill Cos., Inc. (The)                               900         56,295

------------
                                                                       319,974

--------------------------------------------------------------------------------
 MULTILINE RETAIL--4.2%
 Nordstrom, Inc.                                          1,900         35,910
--------------------------------------------------------------------------------
 Sears Roebuck & Co.                                      1,800         84,906
--------------------------------------------------------------------------------
 Target Corp.                                             2,000         66,700
--------------------------------------------------------------------------------
 Wal-Mart Stores, Inc.                                    2,700        132,786

------------
                                                                       320,302

--------------------------------------------------------------------------------
 SPECIALTY RETAIL--4.9%
 Best Buy Co., Inc.(1)                                    1,800         59,220
--------------------------------------------------------------------------------
 Home Depot, Inc.                                         4,500        138,960
--------------------------------------------------------------------------------
 Lowe's Cos., Inc.                                        2,400         90,840
--------------------------------------------------------------------------------
 Office Depot, Inc.(1)                                    2,100         27,258
--------------------------------------------------------------------------------
 Staples, Inc.(1)                                         3,200         53,408

------------
                                                                       369,686


                       12 | OPPENHEIMER TRINITY CORE FUND
                          |


                                                                  MARKET VALUE
                                                         SHARES     SEE NOTE 1
================================================================================
 CONSUMER STAPLES--11.1%
--------------------------------------------------------------------------------
 BEVERAGES--3.0%
 Adolph Coors Co., Cl. B                                    800     $   48,328
--------------------------------------------------------------------------------
 Coca-Cola Co. (The)                                        700         34,958
--------------------------------------------------------------------------------
 PepsiCo, Inc.                                            3,300        141,702

------------
                                                                       224,988

--------------------------------------------------------------------------------
 FOOD & DRUG RETAILING--3.1%
 Kroger Co. (The)(1)                                      2,700         52,596
--------------------------------------------------------------------------------
 Sysco Corp.                                              3,200         83,360
--------------------------------------------------------------------------------
 Walgreen Co.                                             2,900        102,457

------------
                                                                       238,413

--------------------------------------------------------------------------------
 FOOD PRODUCTS--1.1%
 Heinz (H.J.) Co.                                         2,100         80,745
--------------------------------------------------------------------------------
 HOUSEHOLD PRODUCTS--1.5%
 Colgate-Palmolive Co.                                    1,700         87,295
--------------------------------------------------------------------------------
 Procter & Gamble Corp. (The)                               300         26,697

------------
                                                                       113,992

--------------------------------------------------------------------------------
 PERSONAL PRODUCTS--2.1%
 Alberto-Culver Co., Cl. B                                1,000         47,510
--------------------------------------------------------------------------------
 Gillette Co.                                             3,300        108,504

------------
                                                                       156,014

--------------------------------------------------------------------------------
 TOBACCO--0.3%
 Philip Morris Cos., Inc.                                   500         23,025
--------------------------------------------------------------------------------
 ENERGY--6.3%
--------------------------------------------------------------------------------
 OIL & GAS--6.3%
 Anadarko Petroleum Corp.                                 1,400         60,900
--------------------------------------------------------------------------------
 Apache Corp.                                               440         22,660
--------------------------------------------------------------------------------
 Burlington Resources, Inc.                                 700         25,585
--------------------------------------------------------------------------------
 ChevronTexaco Corp.                                      1,700        127,500
--------------------------------------------------------------------------------
 Devon Energy Corp.                                       1,500         62,520
--------------------------------------------------------------------------------
 Exxon Mobil Corp.                                        4,000        147,040
--------------------------------------------------------------------------------
 Occidental Petroleum Corp.                               1,100         29,799

------------
                                                                       476,004

--------------------------------------------------------------------------------
 FINANCIALS--18.0%
--------------------------------------------------------------------------------
 BANKS--2.2%
 Bank of America Corp.                                      300         19,950
--------------------------------------------------------------------------------
 BB&T Corp.                                               1,500         55,530
--------------------------------------------------------------------------------
 FleetBoston Financial Corp.                              4,000         92,800

------------
                                                                       168,280


                       13 | OPPENHEIMER TRINITY CORE FUND
                          |


STATEMENT OF INVESTMENTS  CONTINUED

                                                                  MARKET VALUE
                                                         SHARES     SEE NOTE 1
================================================================================
 DIVERSIFIED FINANCIALS--10.1%
 AMBAC Financial Group, Inc.                                600      $  37,818
--------------------------------------------------------------------------------
 Bear Stearns Cos., Inc. (The)                              800         48,176
--------------------------------------------------------------------------------
 Capital One Financial Corp.                              1,400         44,380
--------------------------------------------------------------------------------
 Citigroup, Inc.                                          6,300        211,302
--------------------------------------------------------------------------------
 Household International, Inc.                            2,000         85,340
--------------------------------------------------------------------------------
 J.P. Morgan Chase & Co.                                  1,900         47,424
--------------------------------------------------------------------------------
 MBNA Corp.                                               4,800         93,072
--------------------------------------------------------------------------------
 Merrill Lynch & Co., Inc.                                2,500         89,125
--------------------------------------------------------------------------------
 Morgan Stanley                                           2,800        112,980

------------
                                                                       769,617

--------------------------------------------------------------------------------
 INSURANCE--5.7%
 Allstate Corp.                                             800         30,408
--------------------------------------------------------------------------------
 American International Group, Inc.                       1,100         70,312
--------------------------------------------------------------------------------
 Aon Corp.                                                2,500         59,375
--------------------------------------------------------------------------------
 Chubb Corp.                                                600         38,934
--------------------------------------------------------------------------------
 Lincoln National Corp.                                   1,400         51,366
--------------------------------------------------------------------------------
 MBIA, Inc.                                               1,000         49,590
--------------------------------------------------------------------------------
 MGIC Investment Corp.                                    1,000         63,000
--------------------------------------------------------------------------------
 XL Capital Ltd., Cl. A                                     900         66,690

------------
                                                                       429,675

--------------------------------------------------------------------------------
 HEALTH CARE--13.4%
--------------------------------------------------------------------------------
 BIOTECHNOLOGY--1.3%
 Wyeth                                                    2,500         99,750
--------------------------------------------------------------------------------
 HEALTH CARE PROVIDERS & SERVICES--3.2%
 Aetna, Inc.                                              1,100         48,048
--------------------------------------------------------------------------------
 Cigna Corp.                                                700         63,000
--------------------------------------------------------------------------------
 Quintiles Transnational Corp.(1)                         3,900         38,727
--------------------------------------------------------------------------------
 UnitedHealth Group, Inc.                                 1,100         96,426

------------
                                                                       246,201

--------------------------------------------------------------------------------
 PHARMACEUTICALS--8.9%
 Abbott Laboratories                                      2,000         82,820
--------------------------------------------------------------------------------
 Forest Laboratories, Inc.(1)                               800         61,976
--------------------------------------------------------------------------------
 Johnson & Johnson                                        3,100        164,300
--------------------------------------------------------------------------------
 Merck & Co., Inc.                                        1,200         59,520
--------------------------------------------------------------------------------
 Pfizer, Inc.                                             8,275        267,696
--------------------------------------------------------------------------------
 Schering-Plough Corp.                                    1,400         35,700

------------
                                                                       672,012

                       14 | OPPENHEIMER TRINITY CORE FUND
                          |




                                                                  MARKET VALUE
                                                         SHARES     SEE NOTE 1
================================================================================
 INDUSTRIALS--11.0%
--------------------------------------------------------------------------------
 AEROSPACE & DEFENSE--1.9%
 Goodrich Corp.                                           1,000      $  22,310
--------------------------------------------------------------------------------
 Honeywell International, Inc.                            1,400         45,304
--------------------------------------------------------------------------------
 Northrop Grumman Corp.                                     700         77,490

------------
                                                                       145,104

--------------------------------------------------------------------------------
 AIRLINES--0.5%
 Delta Air Lines, Inc.                                    2,500         38,950
--------------------------------------------------------------------------------
 COMMERCIAL SERVICES & SUPPLIES--1.4%
 First Data Corp.                                         2,400         83,880
--------------------------------------------------------------------------------
 Sabre Holdings Corp.(1)                                    900         23,868

------------
                                                                       107,748

--------------------------------------------------------------------------------
 INDUSTRIAL CONGLOMERATES--6.3%
 3M Co.                                                   1,000        125,830
--------------------------------------------------------------------------------
 General Electric Co.                                    10,900        350,980

------------
                                                                       476,810

--------------------------------------------------------------------------------
 MACHINERY--0.5%
 Ingersoll-Rand Co., Cl. A                                  900         34,551
--------------------------------------------------------------------------------
 TRADING COMPANIES & DISTRIBUTORS--0.4%
 Grainger (W.W.), Inc.                                      600         29,424
--------------------------------------------------------------------------------
 INFORMATION TECHNOLOGY--12.2%
--------------------------------------------------------------------------------
 COMMUNICATIONS EQUIPMENT--1.6%
 Avaya, Inc.(1)                                           1,700          2,533
--------------------------------------------------------------------------------
 Cisco Systems, Inc.(1)                                   4,500         59,355
--------------------------------------------------------------------------------
 Motorola, Inc.                                           5,000         58,000

------------
                                                                       119,888

--------------------------------------------------------------------------------
 COMPUTERS & PERIPHERALS--3.7%
 Apple Computer, Inc.(1)                                  2,200         33,572
--------------------------------------------------------------------------------
 Hewlett-Packard Co.                                      5,800         82,070
--------------------------------------------------------------------------------
 International Business Machines Corp.                    1,700        119,680
--------------------------------------------------------------------------------
 Lexmark International, Inc., Cl. A(1)                      700         34,216
--------------------------------------------------------------------------------
 NCR Corp.(1)                                               500         13,155

------------
                                                                       282,693

--------------------------------------------------------------------------------
 IT CONSULTING & SERVICES--1.2%
 Computer Sciences Corp.(1)                                 700         25,900
--------------------------------------------------------------------------------
 Electronic Data Systems Corp.                            1,400         51,478
--------------------------------------------------------------------------------
 Unisys Corp.(1)                                          2,200         16,544

------------
                                                                        93,922


                       15 | OPPENHEIMER TRINITY CORE FUND
                          |




STATEMENT OF INVESTMENTS  CONTINUED

                                                                  MARKET VALUE
                                                         SHARES     SEE NOTE 1
================================================================================
 SEMICONDUCTOR EQUIPMENT & PRODUCTS--2.4%
 Intel Corp.                                              7,300     $  137,167
--------------------------------------------------------------------------------
 Maxim Integrated Products, Inc.(1)                       1,200         42,216

------------
                                                                       179,383

--------------------------------------------------------------------------------
 SOFTWARE--3.3%
 Intuit, Inc.(1)                                            600         26,388
--------------------------------------------------------------------------------
 Microsoft Corp.(1)                                       4,700        225,506

------------
                                                                       251,894

--------------------------------------------------------------------------------
 MATERIALS--2.6%
--------------------------------------------------------------------------------
 CHEMICALS--1.3%
 Du Pont (E.I.) de Nemours & Co.                          2,400        100,584
--------------------------------------------------------------------------------
 CONTAINERS & PACKAGING--0.3%
 Ball Corp.                                                 500         21,510
--------------------------------------------------------------------------------
 METALS & MINING--0.4%
 Allegheny Technologies, Inc.                             2,900         27,753
--------------------------------------------------------------------------------
 PAPER & FOREST PRODUCTS--0.6%
 International Paper Co.                                  1,200         47,784
--------------------------------------------------------------------------------
 TELECOMMUNICATION SERVICES--2.6%
--------------------------------------------------------------------------------
 DIVERSIFIED TELECOMMUNICATION SERVICES--2.6%
 Sprint Corp. (Fon Group)                                 5,500         51,425
--------------------------------------------------------------------------------
 Verizon Communications, Inc.                             4,400        145,200

------------
                                                                       196,625

--------------------------------------------------------------------------------
 UTILITIES--3.6%
--------------------------------------------------------------------------------
 ELECTRIC UTILITIES--1.2%
 Mirant Corp.(1)                                          2,000          7,200
--------------------------------------------------------------------------------
 Reliant Energy, Inc.                                       800          8,048
--------------------------------------------------------------------------------
 TXU Corp.                                                1,800         77,634

------------
                                                                        92,882

--------------------------------------------------------------------------------
 GAS UTILITIES--2.4%
 El Paso Corp.                                            2,200         31,790
--------------------------------------------------------------------------------
 KeySpan Corp.                                            1,200         41,880
--------------------------------------------------------------------------------
 NiSource, Inc.                                           2,500         49,500
--------------------------------------------------------------------------------
 Sempra Energy                                            2,728         57,834

------------
                                                                       181,004

------------
 Total Common Stocks (Cost $8,821,291)                               7,407,691


                       16 | OPPENHEIMER TRINITY CORE FUND
                          |




                                                      PRINCIPAL   MARKET VALUE
                                                         AMOUNT     SEE NOTE 1
================================================================================
 JOINT REPURCHASE AGREEMENTS--2.1%
--------------------------------------------------------------------------------
 Undivided interest of 0.07% in joint repurchase
 agreement with Banc One Capital Markets, Inc.,
 1.77%, dated 7/31/02, to be repurchased at
 $212,462,446 on 8/1/02, collateralized by U.S.
 Treasury Bonds, 7.50%, 11/15/16, with a value of
 $110,819,035, U.S. Treasury Nts., 3.625%--6.50%,
 8/31/03--2/15/10, with a value of $71,070,747 and
 U.S. Treasury Bills, 12/26/02, with a value of
 $34,953,398 (Cost $155,000)                           $155,000     $  155,000

--------------------------------------------------------------------------------
 TOTAL INVESTMENTS, AT VALUE (COST $8,976,291)             99.8%     7,562,691
--------------------------------------------------------------------------------
 OTHER ASSETS NET OF LIABILITIES                            0.2         18,043

-------------------------
 NET ASSETS                                               100.0%    $7,580,734

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

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       17 | OPPENHEIMER TRINITY CORE FUND
                          |



STATEMENT OF ASSETS AND LIABILITIES  JULY 31, 2002

================================================================================
 ASSETS
--------------------------------------------------------------------------------
 Investments, at value (cost $8,976,291)--see accompanying
   statement
$7,562,691
--------------------------------------------------------------------------------
 Cash
803
--------------------------------------------------------------------------------
 Receivables and other assets:
 Shares of beneficial interest sold
26,765
 Investments sold
14,286
 Interest and dividends
7,672
 Other
498

------------
 Total assets
7,612,715

================================================================================
 LIABILITIES
--------------------------------------------------------------------------------
 Payables and other liabilities:
 Legal, auditing and other professional fees
12,236
 Shares of beneficial interest redeemed
7,821
 Shareholder reports
4,645
 Transfer and shareholder servicing agent fees
4,521
 Distribution and service plan fees
1,442
 Trustees' compensation
938
 Other
378

------------
 Total liabilities
31,981

================================================================================
 NET ASSETS                                                         $
7,580,734

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

================================================================================
 COMPOSITION OF NET ASSETS
--------------------------------------------------------------------------------
 Paid-in capital
$10,643,174
--------------------------------------------------------------------------------
 Overdistributed net investment income
(930)
--------------------------------------------------------------------------------
 Accumulated net realized loss on investment transactions
(1,647,910)
--------------------------------------------------------------------------------
 Net unrealized depreciation on investments
(1,413,600)

------------
 NET ASSETS                                                         $
7,580,734

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

                       18 | OPPENHEIMER TRINITY CORE FUND
                          |



================================================================================
 NET ASSET VALUE PER SHARE
--------------------------------------------------------------------------------
 Class A Shares:
 Net asset value and redemption price per share (based on net
 assets of $4,270,073 and 627,585 shares of beneficial
 interest outstanding)
$6.80
 Maximum offering price per share (net asset value plus sales
 charge of 5.75% of offering price)
$7.21
--------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable
 contingent deferred sales charge) and offering price per
 share (based on net assets of $1,769,611 and 266,580 shares
 of beneficial interest outstanding)
$6.64
--------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable
 contingent deferred sales charge) and offering price per
 share (based on net assets of $1,337,332 and 200,949 shares
 of beneficial interest outstanding)
$6.66
--------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable
 contingent deferred sales charge) and offering price per
 share (based on net assets of $82,236 and 12,143 shares of
 beneficial interest outstanding)
$6.77
--------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price per
 share (based on net assets of $121,482 and 17,346 shares of
 beneficial interest outstanding)
$7.00


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       19 | OPPENHEIMER TRINITY CORE FUND
                          |




STATEMENT OF OPERATIONS  FOR THE YEAR ENDED JULY 31, 2002

================================================================================
 INVESTMENT INCOME
--------------------------------------------------------------------------------
 Dividends (net of foreign withholding taxes of $1,090)             $
107,984
--------------------------------------------------------------------------------
 Interest
5,192

------------
 Total investment income
113,176

================================================================================
 EXPENSES
--------------------------------------------------------------------------------
 Management fees
59,119
--------------------------------------------------------------------------------
 Distribution and service plan fees:
 Class A
10,327
 Class B
17,349
 Class C
13,478
 Class N
355
--------------------------------------------------------------------------------
 Transfer and shareholder servicing agent fees:
 Class A
28,445
 Class B
10,688
 Class C
8,273
 Class N
473
 Class Y
2,562
--------------------------------------------------------------------------------
 Shareholder reports
27,998
--------------------------------------------------------------------------------
 Legal, auditing and other professional fees
11,983
--------------------------------------------------------------------------------
 Custodian fees and expenses
12
 Other
2,800

------------
 Total expenses
193,862
 Less reduction to custodian expenses
(12)
 Less voluntary waiver of transfer and shareholder servicing
   agent fees--Class A, B, C and N
(14,371)
 Less voluntary waiver of transfer and shareholder servicing
   agent fees--Class Y
(2,417)

------------
 Net expenses
177,062

================================================================================
 NET INVESTMENT LOSS
(63,886)

================================================================================
 REALIZED AND UNREALIZED LOSS
--------------------------------------------------------------------------------
 Net realized loss on investments
(754,452)
--------------------------------------------------------------------------------
 Net change in unrealized depreciation on investments
(1,279,863)

------------
 Net realized and unrealized loss
(2,034,315)

================================================================================
 NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
$(2,098,201)

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


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       20 | OPPENHEIMER TRINITY CORE FUND
                          |




STATEMENTS OF CHANGES IN NET ASSETS


 YEAR ENDED JULY 31,                                         2002
2001
================================================================================
 OPERATIONS
--------------------------------------------------------------------------------
 Net investment loss                                  $   (63,886)   $
(54,363)
--------------------------------------------------------------------------------
 Net realized loss                                       (754,452)
(852,034)
--------------------------------------------------------------------------------
 Net change in unrealized depreciation                 (1,279,863)
(414,078)

--------------------------
 Net decrease in net assets resulting from operations  (2,098,201)
(1,320,475)


================================================================================
 BENEFICIAL INTEREST TRANSACTIONS
--------------------------------------------------------------------------------
 Net increase (decrease) in net assets resulting from
 beneficial interest transactions:
 Class A                                                  753,354
(380,294)
 Class B                                                  805,690
546,688
 Class C                                                  429,039
480,795
 Class N                                                  105,713
1,000
 Class Y                                                   65,834
123,492

================================================================================
 NET ASSETS
--------------------------------------------------------------------------------
 Total increase (decrease)                                 61,429
(548,794)
--------------------------------------------------------------------------------
 Beginning of period                                    7,519,305
8,068,099

--------------------------
 End of period [including overdistributed net
 investment income $930 and $794, respectively]       $ 7,580,734
$7,519,305
                                                      ===========
==========


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       21 | OPPENHEIMER TRINITY CORE FUND
                          |






 FINANCIAL HIGHLIGHTS

 CLASS A  YEAR ENDED JULY 31,                                2002
2001      2000(1)
========================================================================================


 PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $ 8.78    $10.30
$ 10.00
----------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                                (.04)
(.04)      .02
 Net realized and unrealized gain (loss)                    (1.94)
(1.48)      .30

-----------------------------
 Total from investment operations                           (1.98)
(1.52)      .32
----------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--      (.02)

-----------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--      (.02)
----------------------------------------------------------------------------------------
 Net asset value, end of period                             $6.80
$8.78    $10.30

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

========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (22.55)%
(14.76)%    3.18%
----------------------------------------------------------------------------------------

========================================================================================
 RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                  $4,270
$4,737    $5,918
----------------------------------------------------------------------------------------
 Average net assets (in thousands)                         $4,625
$5,173    $3,959
----------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment income (loss)                               (0.52)%
(0.40)%    0.14%
 Expenses                                                    2.13%
1.68%     1.46%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              1.95%
1.68%     1.41%
----------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%



1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       22 | OPPENHEIMER TRINITY CORE FUND
                          |




 CLASS B YEAR ENDED JULY 31,                                 2002
2001      2000(1)
========================================================================================


 PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $ 8.63    $10.22
$ 10.00
----------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                         (.06)
(.10)     (.02)
 Net realized and unrealized gain (loss)                    (1.93)
(1.49)      .25

-----------------------------
 Total from investment operations                           (1.99)
(1.59)      .23
----------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--      (.01)

-----------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--      (.01)
----------------------------------------------------------------------------------------
 Net asset value, end of period                             $6.64
$8.63    $10.22

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

========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (23.06)%
(15.56)%    2.31%
----------------------------------------------------------------------------------------

========================================================================================
 RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                  $1,770
$1,434    $1,160
----------------------------------------------------------------------------------------
 Average net assets (in thousands)                         $1,736
$1,388    $  386
----------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment loss                                        (1.27)%
(1.32)%   (0.73)%
 Expenses                                                    2.91%
2.57%     2.33%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              2.73%
2.57%     2.28%
----------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%



1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       23 | OPPENHEIMER TRINITY CORE FUND
                          |






FINANCIAL HIGHLIGHTS  CONTINUED

 CLASS C  YEAR ENDED JULY 31,                                2002      2001
2000(1)
========================================================================================


 PER SHARE OPERATING DATA
----------------------------------------------------------------------------------------
 Net asset value, beginning of period                      $ 8.65    $10.24
$ 10.00
----------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                         (.07)
(.10)     (.03)
 Net realized and unrealized gain (loss)                    (1.92)
(1.49)      .27

-----------------------------
 Total from investment operations                           (1.99)
(1.59)      .24
----------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--        --

-----------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--        --
----------------------------------------------------------------------------------------
 Net asset value, end of period                             $6.66
$8.65    $10.24

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

========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (23.01)%
(15.53)%    2.40%
----------------------------------------------------------------------------------------

========================================================================================
 RATIOS/SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                  $1,337
$1,262      $989
----------------------------------------------------------------------------------------
 Average net assets (in thousands)                         $1,348
$1,215      $322
----------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment loss                                        (1.29)%
(1.29)%   (0.73)%
 Expenses                                                    2.90%
2.59%     2.33%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              2.72%
2.59%     2.28%
----------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%


1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       24 | OPPENHEIMER TRINITY CORE FUND
                          |




 CLASS N   YEAR ENDED JULY 31,                                 2002    2001(1)
================================================================================
 PER SHARE OPERATING DATA
--------------------------------------------------------------------------------
 Net asset value, beginning of period                         $8.75    $ 8.89
--------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment loss                                           (.05)     (.05)
 Net realized and unrealized loss                             (1.93)     (.09)

------------------
 Total from investment operations                             (1.98)     (.14)
--------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                            --        --
 Dividends in excess of net investment income                    --        --

------------------
 Total dividends and/or distributions
 to shareholders                                                 --        --
--------------------------------------------------------------------------------
 Net asset value, end of period                               $6.77     $8.75

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

================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(2)                         (22.63)%
(1.58)%
--------------------------------------------------------------------------------

================================================================================
 RATIOS/SUPPLEMENTAL DATA
--------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                       $82        $1
--------------------------------------------------------------------------------
 Average net assets (in thousands)                              $71        $1
--------------------------------------------------------------------------------
 Ratios to average net assets:(3)
 Net investment loss                                          (0.70)%
(1.43)%
 Expenses                                                      2.46%     1.75%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees                2.28%     1.75%
--------------------------------------------------------------------------------
 Portfolio turnover rate                                        105%      164%


1. For the period from March 1, 2001 (inception of offering) to July 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.
3. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       25 | OPPENHEIMER TRINITY CORE FUND
                          |






 FINANCIAL HIGHLIGHTS  CONTINUED

 CLASS Y   YEAR ENDED JULY 31,                               2002
2001      2000(1)
==========================================================================================


 PER SHARE OPERATING DATA
------------------------------------------------------------------------------------------
 Net asset value, beginning of period                       $8.99    $10.30
$ 10.00
------------------------------------------------------------------------------------------
 Income (loss) from investment operations:
 Net investment income (loss)                                (.03)
(.02)      .05
 Net realized and unrealized gain (loss)                    (1.96)
(1.29)      .28

------------------------------
 Total from investment operations                           (1.99)
(1.31)      .33
------------------------------------------------------------------------------------------
 Dividends and/or distributions to shareholders:
 Dividends from net investment income                          --
--        --(2)
 Dividends in excess of net investment income                  --
--      (.03)

------------------------------
 Total dividends and/or distributions
 to shareholders                                               --
--      (.03)
------------------------------------------------------------------------------------------
 Net asset value, end of period                             $7.00    $
8.99    $10.30

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

==========================================================================================
 TOTAL RETURN, AT NET ASSET VALUE(3)                       (22.14)%
(12.72)%    3.26%
------------------------------------------------------------------------------------------

==========================================================================================
 RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------
 Net assets, end of period (in thousands)                    $121      $
86        $1
------------------------------------------------------------------------------------------
 Average net assets (in thousands)                           $102
$160        $1
------------------------------------------------------------------------------------------
 Ratios to average net assets:(4)
 Net investment income                                       0.04%
0.07%     0.26%
 Expenses                                                    3.80%
2.35%(5)  1.34%
 Expenses, net of reduction to custodian expenses
 and/or voluntary waiver of transfer agent fees              1.43%
1.30%     1.29%
------------------------------------------------------------------------------------------
 Portfolio turnover rate                                      105%
164%      195%



1. For the period from September 1, 1999 (inception of offering) to July 31,
2000.
2. Less than $0.005 per share.
3. 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.
4. Annualized for periods of less than one full year.
5. Added since July 31, 2001 to reflect expenses before reduction to custodian
expenses and voluntary waiver of transfer agent fees.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                       26 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS

================================================================================
 1. SIGNIFICANT ACCOUNTING POLICIES
 Oppenheimer Trinity Core Fund (the Fund) is registered under the Investment
 Company Act of 1940, as amended, as an open-end management investment
company.
 The Fund's investment objective is to seek long-term growth of capital. The
 Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).
    The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class
 A shares are sold at their offering price, which is normally net asset value
 plus a front-end sales charge. Class B, Class C and Class N shares are sold
 without a front-end sales charge but may be subject to a contingent deferred
 sales charge (CDSC). Class N shares are sold only through retirement plans.
 Retirement plans that offer Class N shares may impose charges on those
 accounts. Class Y shares are sold to certain institutional investors without
 either a front-end sales charge or a CDSC. All classes of shares have
identical
 rights and voting privileges. Earnings, net assets and net asset value per
 share may differ by minor amounts due to each class having its own expenses
 directly attributable to that class. Classes A, B, C and N have separate
 distribution and/or service plans. No such plan has been adopted for Class Y
 shares. Class B shares will automatically convert to Class A shares six years
 after the date of purchase.
    The following is a summary of significant accounting policies consistently
 followed by the Fund.

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

--------------------------------------------------------------------------------
 JOINT REPURCHASE AGREEMENTS. The Fund, along with other affiliated funds
 managed by the Manager, may transfer uninvested cash balances into one or
more
 joint repurchase agreement accounts. These balances are invested in one or
more
 repurchase agreements, secured by U.S. government securities. Securities
 pledged as collateral for repurchase agreements are held by a custodian bank
 until the agreements mature. Each agreement requires that the market value of
 the collateral be sufficient to cover payments of interest and principal;
 however, in the event of default by the other party to the agreement,
retention
 of the collateral may be subject to legal proceedings.


                       27 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS  CONTINUED


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

--------------------------------------------------------------------------------
 FEDERAL TAXES. The Fund intends to continue to comply with provisions of the
 Internal Revenue Code applicable to regulated investment companies and to
 distribute all of its taxable income, including any net realized gain on
 investments not offset by capital loss carryforwards, if any, to
shareholders.
 Therefore, no federal income or excise tax provision is required, however,
 during the year ended July 31, 2002, the Fund paid federal excise tax of $27.
    As of July 31, 2002, the Fund had approximately $525,000 of post-October
 losses available to offset future capital gains, if any. Such losses, if
 unutilized, will expire in 2011.

 As of July 31, 2002, the Fund had available for federal income tax purposes
 unused capital loss carryforward as follows:

                              EXPIRING
                              -----------------------
                              2008         $   41,424
                              2009            111,626
                              2010            969,855
                                           ----------
                              TOTAL        $1,122,905
                                           ==========

--------------------------------------------------------------------------------
 TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for
 the Fund's independent trustees. Benefits are based on years of service and
 fees paid to each trustee during the years of service. During the year ended
 July 31, 2002, the Fund's projected benefit obligations were increased by
$136,
 resulting in an accumulated liability of $930 as of July 31, 2002.
    The Board of Trustees has adopted a deferred compensation plan for
 independent trustees that enables trustees to elect to defer receipt of all
or
 a portion of annual compensation they are entitled to receive from the Fund.
 Under the plan, the compensation deferred is periodically adjusted as though
an
 equivalent amount had been invested for the Board of Trustees in shares of
one
 or more Oppenheimer funds selected by the trustee. The amount paid to the
Board
 of Trustees under the plan will be determined based upon the performance of
the
 selected funds. Deferral of trustees' fees under the plan will not affect the
 net assets of the Fund, and will not materially affect the Fund's assets,
 liabilities or net investment income per share.

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

                       28 | OPPENHEIMER TRINITY CORE FUND
                          |



--------------------------------------------------------------------------------
 CLASSIFICATION OF DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Net investment
 income (loss) and net realized gain (loss) may differ for financial statement
 and tax purposes. The character of dividends and distributions made during
the
 fiscal year from net investment income or net realized gains may differ from
 their ultimate characterization for federal income tax purposes. Also, due to
 timing of dividends and distributions, the fiscal year in which amounts are
 distributed may differ from the fiscal year in which the income or net
realized
 gain was recorded by the Fund.
    The Fund adjusts the classification of distributions to shareholders to
 reflect the differences between financial statement amounts and distributions
 determined in accordance with income tax regulations. Accordingly, during the
 year ended July 31, 2002, amounts have been reclassified to reflect a
decrease
 in paid-in capital of $63,750. Overdistributed net investment income on
 investments was decreased by the same amount. Net assets of the Fund were
 unaffected by the reclassifications.
    No distributions were paid during the years ended July 31, 2002 and July
31,
 2001.

 As of July 31, 2002, the components of distributable earnings on a tax basis
 were as follows:

                 Overdistributed net investment income     $      (930)
                 Accumulated net realized loss              (1,647,910)
                 Net unrealized depreciation                (1,413,600)
                                                           -----------
                 Total                                     $(3,062,440)
                                                           ===========

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

--------------------------------------------------------------------------------
 SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
 Realized gains and losses on securities sold are determined on the basis of
 identified cost.

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

                       29 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS  CONTINUED


================================================================================
 2. SHARES OF BENEFICIAL INTEREST
 The Fund has authorized an unlimited number of no par value shares of
 beneficial interest of each class. Transactions in shares of beneficial
 interest were as follows:



                              YEAR ENDED JULY 31, 2002    YEAR ENDED JULY 31,
2001(1)
                                SHARES        AMOUNT         SHARES
AMOUNT
---------------------------------------------------------------------------------------


 CLASS A
 Sold                          357,407   $ 2,895,526        336,660    $
3,156,806
 Redeemed                     (269,496)   (2,142,172)      (371,783)
(3,537,100)

---------------------------------------------------------
 Net increase (decrease)        87,911   $   753,354        (35,123)   $
(380,294)

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

---------------------------------------------------------------------------------------
 CLASS B
 Sold                          170,545   $ 1,354,469        172,823    $
1,659,199
 Redeemed                      (70,151)     (548,779)      (120,188)
(1,112,511)

---------------------------------------------------------
 Net increase                  100,394   $   805,690         52,635    $
546,688

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

---------------------------------------------------------------------------------------
 CLASS C
 Sold                          118,519   $   920,001        131,127    $
1,244,952
 Redeemed                      (63,389)     (490,962)       (81,907)
(764,157)

---------------------------------------------------------
 Net increase                   55,130   $   429,039         49,220    $
480,795

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

---------------------------------------------------------------------------------------
 CLASS N
 Sold                           42,122   $   349,796            112    $
1,000
 Redeemed                      (30,091)     (244,083)
--             --

---------------------------------------------------------
 Net increase                   12,031   $   105,713            112    $
1,000

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

---------------------------------------------------------------------------------------
 CLASS Y
 Sold                           10,433   $    87,052         39,211    $
389,874
 Redeemed                       (2,604)      (21,218)       (29,794)
(266,382)

---------------------------------------------------------
 Net increase                    7,829   $    65,834          9,417    $
123,492

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


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

                       30 | OPPENHEIMER TRINITY CORE FUND
                          |



--------------------------------------------------------------------------------
 3. PURCHASES AND SALES OF SECURITIES
 The aggregate cost of purchases and proceeds from sales of securities, other
 than short-term obligations, for the year ended July 31, 2002, were
$10,242,328
 and $8,011,520, respectively.

 As of July 31, 2002, unrealized appreciation (depreciation) based on cost of
 securities for federal income tax purposes of $8,976,291 was composed of:

                     Gross unrealized appreciation   $   198,510
                     Gross unrealized depreciation    (1,612,110)
                                                     -----------
                     Net unrealized depreciation     $(1,413,600)
                                                     ===========

 The difference between book-basis and tax-basis unrealized appreciation and
 depreciation is attributable primarily to the tax deferral of losses on wash
 sales, or return of capital dividends, and the realization for tax purposes
of
 unrealized gain (loss) on certain futures contracts, investments in passive
 foreign investment companies, and forward foreign currency exchange
contracts.

================================================================================
 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 MANAGEMENT FEES. Management fees paid to the Manager were in accordance with
 the investment advisory agreement with the Fund which provides for a fee of
 0.75% of the first $200 million of average annual net assets of the Fund,
0.72%
 of the next $200 million, 0.69% of the next $200 million, 0.66% of the next
 $200 million, and 0.60% of average annual net assets in excess of $800
million.
 The Fund's management fee for the year ended July 31, 2002 was an annualized
 rate of 0.75%.

--------------------------------------------------------------------------------
 TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the
 Manager, acts as the transfer and shareholder servicing agent for the Fund.
 The Fund pays OFS $19.75 per account fee.
    Additionally, Class Y shares are subject to minimum fees of $5,000 for
 assets of less than $10 million and $10,000 for assets of $10 million or
more.
 The Class Y shares are subject to the minimum fees in the event that the per
 account fee does not equal or exceed the applicable minimum fees. OFS may
 voluntarily waive the minimum fees.
    OFS has voluntarily agreed to limit transfer and shareholder servicing
agent
 fees up to an annual rate of 0.25% of average net assets of Class Y shares
and
 for all other classes, up to an annual rate of 0.35% of average net assets of
 each class. This undertaking may be amended or withdrawn at any time.

--------------------------------------------------------------------------------
 SUB-ADVISOR FEES. The Manager pays Trinity Investment Management Corporation
 (the Sub-Advisor) based on the fee schedule set forth in the Prospectus. For
 the year ended July 31, 2002, the Manager paid $19,632 to the Sub-Advisor.

                       31 | OPPENHEIMER TRINITY CORE FUND
                          |




NOTES TO FINANCIAL STATEMENTS  CONTINUED


================================================================================
 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
 DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's
 Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
 Distributor) acts as the Fund's principal underwriter in the continuous
public
 offering of the different classes of shares of the Fund.

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



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


 July 31, 2002      $31,551           $8,155           $3,739
$36,102           $7,408           $3,449


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

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


 July 31, 2002                          $694           $5,866
$236             $--



--------------------------------------------------------------------------------
 SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for
Class
 A Shares. It reimburses the Distributor for a portion of its costs incurred
for
 services provided to accounts that hold Class A shares. Reimbursement is made
 quarterly at an annual rate of up to 0.25% of the average annual net assets
of
 Class A shares of the Fund. For the year ended July 31, 2002 , payments under
 the Class A Plan totaled $10,327, all of which were paid by the Distributor
to
 recipients, and included $383 paid to an affiliate of the Manager. Any
 unreimbursed expenses the Distributor incurs with respect to Class A shares
in
 any fiscal year cannot be recovered in subsequent years.

--------------------------------------------------------------------------------
 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. Under the plans, the Fund pays the Distributor an annual
asset-based
 sales charge of 0.75% per year on Class B shares and on Class C shares and
the
 Fund pays the Distributor an annual asset-based sales charge of 0.25% per
year
 on Class N shares. The Distributor also receives a service fee of 0.25% per
 year under each plan.

 Distribution fees paid to the Distributor for the year ended July 31, 2002,
 were as follows:




DISTRIBUTOR'S

DISTRIBUTOR'S           AGGREGATE

AGGREGATE        UNREIMBURSED

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


 Class B Plan                  $17,349               $14,830
$79,750                4.51%
 Class C Plan                   13,478                 5,223
26,130                1.95
 Class N Plan                      355                   355
5,642                6.86




                       32 | OPPENHEIMER TRINITY CORE FUND
                          |



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

 The Fund had no borrowings outstanding during the year ended or at July 31,
 2002.





STATEMENT OF INVESTMENTS  January 31, 2003 / Unaudited

                                                                    Market
Value
                                                           Shares     See
Note 1
--------------------------------------------------------------------------------
 Common Stocks--97.0%
--------------------------------------------------------------------------------
 Consumer Discretionary--14.6%
--------------------------------------------------------------------------------
 Auto Components--0.4%
 Johnson Controls, Inc.                                       400       $
32,308
--------------------------------------------------------------------------------
 Automobiles--1.1%
 Ford Motor Co.                                             2,200
20,042
--------------------------------------------------------------------------------
 General Motors Corp.                                       1,900
69,027

--------

89,069

--------------------------------------------------------------------------------
 Hotels, Restaurants & Leisure--1.3%
 Harrah's
 Entertainment, Inc. 1                                      1,300
47,164
--------------------------------------------------------------------------------
 Marriott
 International, Inc., Cl. A                                 1,800
56,160

--------

103,324

--------------------------------------------------------------------------------
 Household Durables--1.1%
 Black & Decker Corp.                                       1,100
40,304
--------------------------------------------------------------------------------
 Pulte Homes, Inc.                                            500
24,990
--------------------------------------------------------------------------------
 Whirlpool Corp.                                              500
25,985

--------

91,279

--------------------------------------------------------------------------------
 Media--1.2%
 Knight-Ridder, Inc.                                          700
47,404
--------------------------------------------------------------------------------
 Viacom, Inc., Cl. B 1                                      1,200
46,260

--------

93,664

--------------------------------------------------------------------------------
 Multiline Retail--5.8%
 Federated Department
 Stores, Inc. 1                                             1,800
46,836
--------------------------------------------------------------------------------
 Kohl's Corp. 1                                             1,500
78,555
--------------------------------------------------------------------------------
 Nordstrom, Inc.                                            1,900
34,276
--------------------------------------------------------------------------------
 Sears Roebuck & Co.                                        1,800
47,610
--------------------------------------------------------------------------------
 Target Corp.                                               3,300
93,093
--------------------------------------------------------------------------------
 Wal-Mart Stores, Inc.                                      3,400
162,520

--------

462,890

--------------------------------------------------------------------------------
 Specialty Retail--3.7%
 AutoZone, Inc. 1                                             500
32,855
--------------------------------------------------------------------------------
 Home Depot, Inc.                                           2,600
54,340
--------------------------------------------------------------------------------
 Limited Brands, Inc.                                       4,200
52,878
--------------------------------------------------------------------------------
 Lowe's Cos., Inc.                                          2,900
99,122
--------------------------------------------------------------------------------
 Sherwin-Williams Co.                                       2,000
53,280

--------

292,475



                                                                    Market
Value
                                                           Shares     See
Note 1
--------------------------------------------------------------------------------
 Consumer Staples--9.0%
--------------------------------------------------------------------------------
 Beverages--3.1%
 Adolph Coors Co., Cl. B                                      800       $
48,160
--------------------------------------------------------------------------------
 Coca-Cola Co. (The)                                        4,000
161,840
--------------------------------------------------------------------------------
 Pepsi Bottling
 Group, Inc. (The)                                          1,400
35,490

--------

245,490

--------------------------------------------------------------------------------
 Food & Drug Retailing--0.7%
 CVS Corp.                                                  2,400
54,288
--------------------------------------------------------------------------------
 Food Products--0.9%
 Heinz (H.J.) Co.                                           2,100
67,851
--------------------------------------------------------------------------------
 Household Products--3.4%
 Colgate-Palmolive Co.                                      1,700
86,547
--------------------------------------------------------------------------------
 Procter &
 Gamble Corp. (The)                                         2,200
188,254

--------

274,801

--------------------------------------------------------------------------------
 Tobacco--0.9%
 Altria Group, Inc.                                         2,000
75,740
--------------------------------------------------------------------------------
 Energy--6.1%
--------------------------------------------------------------------------------
 Oil & Gas--6.1%
 Anadarko
 Petroleum Corp.                                            1,400
64,554
--------------------------------------------------------------------------------
 Apache Corp.                                                 440
27,460
--------------------------------------------------------------------------------
 ChevronTexaco Corp.                                        2,000
128,800
--------------------------------------------------------------------------------
 ConocoPhillips                                             1,100
53,009
--------------------------------------------------------------------------------
 Devon Energy Corp.                                         1,500
67,950
--------------------------------------------------------------------------------
 Exxon Mobil Corp.                                          4,400
150,260

--------

492,033

--------------------------------------------------------------------------------
 Financials--19.4%
--------------------------------------------------------------------------------
 Banks--5.9%
 Bank of America Corp.                                        300
21,015
--------------------------------------------------------------------------------
 BB&T Corp.                                                 1,500
50,340
--------------------------------------------------------------------------------
 Charter One
 Financial, Inc.                                            2,100
60,711
--------------------------------------------------------------------------------
 Comerica, Inc.                                             1,500
60,750
--------------------------------------------------------------------------------
 Wachovia Corp.                                             3,100
111,507
--------------------------------------------------------------------------------
 Washington
 Mutual, Inc.                                               3,300
113,685
--------------------------------------------------------------------------------
 Wells Fargo Co.                                            1,200
56,844

--------

474,852

9  |  OPPENHEIMER TRINITY CORE FUND


STATEMENT OF INVESTMENTS  Unaudited / Continued


                                                                    Market
Value
                                                           Shares     See
Note 1
--------------------------------------------------------------------------------
 Diversified Financials--6.4%
 Bear Stearns
 Cos., Inc. (The)                                             800       $
49,640
--------------------------------------------------------------------------------
 Capital One
 Financial Corp.                                            2,300
71,415
--------------------------------------------------------------------------------
 Citigroup, Inc.                                            6,600
226,908
--------------------------------------------------------------------------------
 MBNA Corp.                                                 5,900
99,297
--------------------------------------------------------------------------------
 Moody's Corp.                                              1,500
62,820

----------

510,080

--------------------------------------------------------------------------------
 Insurance--7.1%
 ACE Ltd.                                                   2,400
70,680
--------------------------------------------------------------------------------
 AMBAC Financial
 Group, Inc.                                                1,200
64,284
--------------------------------------------------------------------------------
 American International
 Group, Inc.                                                4,000
216,480
--------------------------------------------------------------------------------
 MBIA, Inc.                                                 1,000
40,980
--------------------------------------------------------------------------------
 MGIC Investment Corp.                                      1,000
43,130
--------------------------------------------------------------------------------
 Progressive Corp.                                          1,600
77,344
--------------------------------------------------------------------------------
 Torchmark Corp.                                            1,500
53,850

----------

566,748

--------------------------------------------------------------------------------
 Health Care--14.3%
--------------------------------------------------------------------------------
 Health Care Equipment & Supplies--0.7%
 Applera Corp./Applied
 Biosystems Group                                           3,300
57,915
--------------------------------------------------------------------------------
 Health Care Providers & Services--5.3%
 Aetna, Inc.                                                1,100
47,839
--------------------------------------------------------------------------------
 AmerisourceBergen
 Corp                                                       1,300
75,660
--------------------------------------------------------------------------------
 Cardinal Health, Inc.                                      1,700
99,161
--------------------------------------------------------------------------------
 Cigna Corp.                                                  700
30,569
--------------------------------------------------------------------------------
 Humana, Inc. 1                                             2,600
25,844
--------------------------------------------------------------------------------
 Quintiles Transnational
--------------------------------------------------------------------------------
 Corp. 1                                                    3,900
49,569
--------------------------------------------------------------------------------
 UnitedHealth
 Group, Inc.                                                1,100
96,690

----------

425,332

--------------------------------------------------------------------------------
 Pharmaceuticals--8.3%
 Abbott Laboratories                                        2,000
76,240
--------------------------------------------------------------------------------
 Forest
--------------------------------------------------------------------------------
 Laboratories, Inc. 1                                       1,600
82,800
--------------------------------------------------------------------------------
 Johnson & Johnson                                          3,400
182,274
--------------------------------------------------------------------------------
 Merck & Co., Inc.                                          1,200
66,468




                                                                    Market
Value
                                                           Shares     See
Note 1
--------------------------------------------------------------------------------
 Pharmaceuticals Continued
 Pfizer, Inc.                                               8,275
$251,229

--------

659,011

--------------------------------------------------------------------------------
 Industrials--8.6%
--------------------------------------------------------------------------------
 Aerospace & Defense--2.1%
 Northrop
 Grumman Corp.                                                700
63,987
--------------------------------------------------------------------------------
 United
 Technologies Corp.                                         1,600
101,728

--------

165,715

--------------------------------------------------------------------------------
 Commercial Services & Supplies--1.2%
 First Data Corp.                                           2,400
82,560
--------------------------------------------------------------------------------
 Sabre Holdings Corp. 1                                       900
16,146

--------

98,706

--------------------------------------------------------------------------------
 Industrial Conglomerates--3.6%
 3M Co.                                                     1,000
124,550
--------------------------------------------------------------------------------
 General Electric Co.                                       7,100
164,294

--------

288,844

--------------------------------------------------------------------------------
 Machinery--1.3%
 Deere & Co.                                                  900
37,980
--------------------------------------------------------------------------------
 Ingersoll-Rand Co., Cl. A                                  1,700
66,742

--------

104,722

--------------------------------------------------------------------------------
 Trading Companies & Distributors--0.4%
 Grainger (W.W.), Inc.                                        600
28,380
--------------------------------------------------------------------------------
 Information Technology--13.9%
--------------------------------------------------------------------------------
 Communications Equipment--2.4%
 Cisco Systems, Inc. 1                                     11,600
155,092
--------------------------------------------------------------------------------
 Motorola, Inc.                                             5,000
39,900

--------

194,992

--------------------------------------------------------------------------------
 Computers & Peripherals--3.9%

 Hewlett-Packard Co.                                        5,800
100,978
--------------------------------------------------------------------------------
 International Business
 Machines Corp.                                             2,000
156,460
--------------------------------------------------------------------------------
 Lexmark
 International, Inc., Cl. A 1                                 700
42,378
--------------------------------------------------------------------------------
 NCR Corp. 1                                                  500
9,645

--------

309,461

10  |  OPPENHEIMER TRINITY CORE FUND



                                                                    Market
Value
                                                           Shares     See
Note 1
--------------------------------------------------------------------------------
 IT Consulting & Services--0.8%
 Computer
 Sciences Corp. 1                                             700       $
21,420
--------------------------------------------------------------------------------
 Electronic Data
 Systems Corp.                                              1,400
23,730
--------------------------------------------------------------------------------
 Unisys Corp. 1                                             2,200
20,504

--------

65,654

--------------------------------------------------------------------------------
 Semiconductor Equipment & Products--2.3%
 Intel Corp.                                                9,400
147,204
--------------------------------------------------------------------------------
 Maxim Integrated
 Products, Inc.                                             1,200
37,380

--------

184,584

--------------------------------------------------------------------------------
 Software--4.5%
 Intuit, Inc. 1                                               600
26,460
--------------------------------------------------------------------------------
 Microsoft Corp. 1                                          7,000
332,220

--------

358,680

--------------------------------------------------------------------------------
 Materials--3.3%
--------------------------------------------------------------------------------
 Chemicals--1.3%
 Du Pont (E.I.)
 de Nemours & Co.                                           2,700
102,249
--------------------------------------------------------------------------------
 Metals & Mining--1.5%
 Alcoa, Inc.                                                1,400
27,678
--------------------------------------------------------------------------------
 Nucor Corp.                                                1,300
51,883
--------------------------------------------------------------------------------
 Worthington
 Industries, Inc.                                           2,700
40,959

--------

120,520

--------------------------------------------------------------------------------
 Paper & Forest Products--0.5%
 International Paper Co.                                    1,200
42,840
--------------------------------------------------------------------------------
 Telecommunication Services--3.9%

--------------------------------------------------------------------------------
 Diversified Telecommunication Services--2.0%
 Citizens
 Communications Co. 1                                       5,100
49,929
--------------------------------------------------------------------------------
 Sprint Corp.
 (Fon Group)                                                6,500
78,910
--------------------------------------------------------------------------------
 Verizon
 Communications, Inc.                                         800
30,624

--------

159,463

--------------------------------------------------------------------------------
 Wireless Telecommunication Services--1.9%
 AT&T Corp.                                                 3,700
72,076
--------------------------------------------------------------------------------
 Nextel Communications,
 Inc., Cl. A 1                                              6,600
83,292

--------

155,368



                                                                    Market
Value
                                                           Shares     See
Note 1
--------------------------------------------------------------------------------
 Utilities--3.9%
--------------------------------------------------------------------------------
 Electric Utilities--2.6%
 Entergy Corp.                                                800     $
35,560
--------------------------------------------------------------------------------
 Exelon Corp.                                               1,900
96,767
--------------------------------------------------------------------------------
 Progress Energy, Inc.                                      1,900
76,779

----------

209,106

--------------------------------------------------------------------------------
 Gas Utilities--1.3%
 KeySpan Corp.                                              1,200
40,800
--------------------------------------------------------------------------------
 Sempra Energy                                              2,728
65,745

----------

106,545

----------
 Total Common Stocks
 (Cost $8,928,511)
7,764,979




                                                        Principal
                                                           Amount
--------------------------------------------------------------------------------
 Joint Repurchase Agreements--3.0%
 Undivided interest of 0.05% in joint repurchase
 agreement (Market Value $461,812,000)
 with Banc One Capital Markets, Inc.,
 1.26%, dated 1/31/03, to be repurchased
 at $242,025 on 2/3/03, collateralized by
 U.S. Treasury Nts., 5.50%--6.75%,
 5/31/03--5/15/05, with a value of
 $109,835,250, U.S. Treasury Bonds,
 2.125%--9.375%, 5/31/04--2/15/06, with
 a value of $352,849,233 and U.S.
 Treasury Bills, 2/20/03, with a value
 of $8,743,488
 (Cost $242,000)                                         $242,000
242,000

--------------------------------------------------------------------------------
 Total Investments, at Value
 (Cost $9,170,511)                                          100.0%
8,006,979
--------------------------------------------------------------------------------
 Other Assets Net
 of Liabilities                                               0.0
1,651

-----------------------
 Net Assets                                                 100.0%
$8,008,630

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


Footnotes to Statement of Investments
1. Non-income producing security.

See accompanying Notes to Financial Statements.

11  |  OPPENHEIMER TRINITY CORE FUND


STATEMENT OF ASSETS AND LIABILITIES  Unaudited




 January 31, 2003
----------------------------------------------------------------------------------
 Assets


 Investments, at value (cost $9,170,511)--see accompanying statement   $
8,006,979
----------------------------------------------------------------------------------

Cash
970
----------------------------------------------------------------------------------
 Receivables and other assets:
 Shares of beneficial interest sold
12,330
 Interest and
dividends                                                      9,391

Other
818

-----------
 Total assets
8,030,488

----------------------------------------------------------------------------------
 Liabilities

 Payables and other liabilities:
 Shares of beneficial interest redeemed
14,003
 Transfer and shareholder servicing agent
fees                               4,972
 Distribution and service plan
fees                                          1,625
 Trustees'
compensation                                                      1,132

Other
126

-----------
 Total liabilities
21,858

----------------------------------------------------------------------------------
 Net Assets                                                            $
8,008,630

===========

----------------------------------------------------------------------------------
 Composition of Net Assets

 Paid-in capital
$11,602,462
----------------------------------------------------------------------------------
 Accumulated net investment loss
(6,320)
----------------------------------------------------------------------------------
 Accumulated net realized loss on investment transactions
(2,423,980)
----------------------------------------------------------------------------------
 Net unrealized depreciation on investments
(1,163,532)


----------------------------------------------------------------------------------
 Net Assets                                                            $
8,008,630

===========




12  |  OPPENHEIMER TRINITY CORE FUND





-------------------------------------------------------------------------------------
 Net Asset Value Per Share


 Class A Shares:
 Net asset value and redemption price per share (based on net assets of
 $3,854,411 and 605,388 shares of beneficial interest
outstanding)              $6.37
 Maximum offering price per share (net asset value plus sales charge
 of 5.75% of offering
price)                                                    $6.76
-------------------------------------------------------------------------------------
 Class B Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
$1,833,409
 and 296,336 shares of beneficial interest
outstanding)                         $6.19
-------------------------------------------------------------------------------------
 Class C Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of
$1,462,222
 and 235,690 shares of beneficial interest
outstanding)                         $6.20
-------------------------------------------------------------------------------------
 Class N Shares:
 Net asset value, redemption price (excludes applicable contingent deferred
 sales charge) and offering price per share (based on net assets of $721,065
 and 113,771 shares of beneficial interest
outstanding)                         $6.34
-------------------------------------------------------------------------------------
 Class Y Shares:
 Net asset value, redemption price and offering price per share (based on
 net assets of $137,523 and 20,912 shares of beneficial interest
outstanding)   $6.58


 See accompanying Notes to Financial Statements.

13  |  OPPENHEIMER TRINITY CORE FUND




STATEMENT OF OPERATIONS  Unaudited

For the Six Months Ended January 31, 2003
-------------------------------------------------------------------------------
Investment Income

Dividends                                                             $
76,518
-------------------------------------------------------------------------------
Interest
2,064

---------
Total investment income
78,582

-------------------------------------------------------------------------------
Expenses

Management fees
29,857
-------------------------------------------------------------------------------
Distribution and service plan fees:
Class A
4,495
Class B
8,767
Class C
7,133
Class N
1,259
-------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A
12,687
Class B
5,944
Class C
4,203
Class N
331
-------------------------------------------------------------------------------
Shareholder reports
13,573
-------------------------------------------------------------------------------
Legal, auditing and other professional fees
3,153
-------------------------------------------------------------------------------
Trustees' compensation
272
-------------------------------------------------------------------------------
Custodian fees and
expenses                                                   2
-------------------------------------------------------------------------------
Other
1,885

---------
Total expenses
93,561
Less reduction to custodian
expenses                                         (2)
Less voluntary waiver of transfer and shareholder
servicing agent fees--Classes A, B, C and N
(9,587)

---------
Net expenses
83,972

-------------------------------------------------------------------------------
Net Investment Loss
(5,390)

-------------------------------------------------------------------------------
Realized and Unrealized Gain (Loss)

Net realized loss on investments
(776,070)
-------------------------------------------------------------------------------
Net change in unrealized appreciation on investments
250,068

---------
Net realized and unrealized loss
(526,002)

-------------------------------------------------------------------------------
Net Decrease in Net Assets Resulting from Operations
$(531,392)

=========


See accompanying Notes to Financial Statements.

14  |  OPPENHEIMER TRINITY CORE FUND


STATEMENTS OF CHANGES IN NET ASSETS



                                                          Six
Months          Year

Ended         Ended
                                                    January 31, 2003
July 31,

(Unaudited)          2002
----------------------------------------------------------------------------------


 Operations

 Net investment loss                                      $   (5,390)   $
(63,886)
----------------------------------------------------------------------------------
 Net realized loss                                          (776,070)
(754,452)
----------------------------------------------------------------------------------
 Net change in unrealized appreciation (depreciation)        250,068
(1,279,863)
----------------------------------------------------------------------------------
 Net decrease in net assets resulting from operations       (531,392)
(2,098,201)

----------------------------------------------------------------------------------
 Beneficial Interest Transactions

 Net increase (decrease) in net assets resulting from
 beneficial interest transactions:
 Class A                                                    (137,303)
753,354
 Class B                                                     201,269
805,690
 Class C                                                     228,123
429,039
 Class N                                                     642,188
105,713
 Class Y                                                      25,011
65,834

----------------------------------------------------------------------------------
 Net Assets

 Total increase                                              427,896
61,429
----------------------------------------------------------------------------------
 Beginning of period                                       7,580,734
7,519,305

------------------------
 End of period [including accumulated net investment
 loss of $6,320 and $930, respectively]                   $8,008,630
$7,580,734

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



 See accompanying Notes to Financial Statements.

15  |  OPPENHEIMER TRINITY CORE FUND


FINANCIAL HIGHLIGHTS



                                                 Six
Months                           Year

Ended                          Ended
                                           January 31,
2003                       July 31,
 Class A                                        (Unaudited)       2002
2001    2000 1
------------------------------------------------------------------------------------------


 Per Share Operating
Data

 Net asset value, beginning of period                $ 6.80     $ 8.78
$10.30    $10.00
------------------------------------------------------------------------------------------
 Income (loss) from investment
operations:
 Net investment income (loss)                           .01       (.04)
(.04)      .02
 Net realized and unrealized gain (loss)               (.44)     (1.94)
(1.48)      .30

-------------------------------------
 Total from investment operations                      (.43)     (1.98)
(1.52)      .32
------------------------------------------------------------------------------------------
 Dividends and/or distributions to
shareholders:
 Dividends from net investment income                    --
--        --        -- 2
 Dividends in excess of net investment income            --
--        --      (.02)

-------------------------------------
 Total dividends and/or distributions to shareholders    --
--        --      (.02)
------------------------------------------------------------------------------------------
 Net asset value, end of period                       $6.37      $6.80    $
8.78    $10.30

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

------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 3                   (6.32)%   (22.55)%
(14.76)%    3.18%

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

 Net assets, end of period (in thousands)            $3,854     $4,270
$4,737    $5,918
------------------------------------------------------------------------------------------
 Average net assets (in thousands)                   $4,118     $4,625
$5,173    $3,959
------------------------------------------------------------------------------------------
 Ratios to average net assets:
4
 Net investment income (loss)                          0.18%     (0.52)%
(0.40)%    0.14%
 Expenses                                              2.05%      2.13%
1.68%     1.46%
 Expenses, net of reduction to custodian
expenses
 and/or voluntary waiver of transfer agent fees        1.81%      1.95%
1.68%     1.41%
------------------------------------------------------------------------------------------
 Portfolio turnover rate                                 51%
105%      164%      195%




 1. For the period from September 1, 1999 (inception of offering) to July
31,
 2000.
 2. Less than $0.005 per share.
 3. 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.
 4. Annualized for periods of less than one full year.

 See accompanying Notes to Financial Statements.

16  |  OPPENHEIMER TRINITY CORE FUND




                                                 Six
Months                          Year

Ended                         Ended
                                           January 31,
2003                      July 31,
 Class B                                        (Unaudited)      2002
2001    2000 1
-----------------------------------------------------------------------------------------


 Per Share Operating
Data

 Net asset value, beginning of period                 $6.64     $8.63
$10.22    $10.00
-----------------------------------------------------------------------------------------
 Income (loss) from investment
operations:
 Net investment loss                                   (.01)     (.06)
(.10)     (.02)
 Net realized and unrealized gain (loss)               (.44)    (1.93)
(1.49)      .25

-----------------------------------
 Total from investment operations                      (.45)    (1.99)
(1.59)      .23
-----------------------------------------------------------------------------------------
 Dividends and/or distributions to
shareholders:
 Dividends from net investment income                    --
--        --        -- 2
 Dividends in excess of net investment income            --
--        --      (.01)

-----------------------------------
 Total dividends and/or distributions to shareholders    --
--        --      (.01)
-----------------------------------------------------------------------------------------
 Net asset value, end of period                       $6.19     $6.64    $
8.63    $10.22

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

-----------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 3                   (6.78)%  (23.06)%
(15.56)%    2.31%

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

 Net assets, end of period (in thousands)            $1,833    $1,770
$1,434    $1,160
-----------------------------------------------------------------------------------------
 Average net assets (in thousands)                   $1,740    $1,736
$1,388    $  386
-----------------------------------------------------------------------------------------
 Ratios to average net assets:
4
 Net investment loss                                  (0.65)%   (1.27)%
(1.32)%   (0.73)%
 Expenses                                              2.90%     2.91%
2.57%     2.33%
 Expenses, net of reduction to custodian
expenses
 and/or voluntary waiver of transfer agent fees        2.66%     2.73%
2.57%     2.28%
-----------------------------------------------------------------------------------------
 Portfolio turnover rate                                 51%      105%
164%      195%




 1. For the period from September 1, 1999 (inception of offering) to July
31,
 2000.
 2. Less than $0.005 per share.
 3. 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.
 4. Annualized for periods of less than one full year.

 See accompanying Notes to Financial Statements.

17  |  OPPENHEIMER TRINITY CORE FUND


FINANCIAL HIGHLIGHTS  Continued



                                                 Six
Months                          Year

Ended                         Ended
                                           January 31,
2003                      July 31,
 Class C                                        (Unaudited)     2002
2001     2000 1
-----------------------------------------------------------------------------------------


 Per Share Operating
Data

 Net asset value, beginning of period                $ 6.66    $ 8.65
$10.24   $ 10.00
-----------------------------------------------------------------------------------------
 Income (loss) from investment
operations:
 Net investment loss                                   (.01)     (.07)
(.10)     (.03)
 Net realized and unrealized gain (loss)               (.45)    (1.92)
(1.49)      .27

------------------------------------
 Total from investment operations                      (.46)    (1.99)
(1.59)      .24
 Dividends and/or distributions to
shareholders:
 Dividends from net investment income                    --
--        --        -- 2
 Dividends in excess of net investment income            --
--        --        --

------------------------------------
 Total dividends and/or distributions to shareholders    --
--        --        --
-----------------------------------------------------------------------------------------
 Net asset value, end of period                       $6.20     $6.66    $
8.65    $10.24

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

-----------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 3                   (6.91)%  (23.01)%
(15.53)%    2.40%

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

 Net assets, end of period (in thousands)            $1,462    $1,337
$1,262      $989
-----------------------------------------------------------------------------------------
 Average net assets (in thousands)                   $1,416    $1,348
$1,215      $322
-----------------------------------------------------------------------------------------
 Ratios to average net assets:
4
 Net investment loss                                  (0.59)%   (1.29)%
(1.29)%   (0.73)%
 Expenses                                              2.81%     2.90%
2.59%     2.33%
 Expenses, net of reduction to custodian
expenses
 and/or voluntary waiver of transfer agent fees        2.57%     2.72%
2.59%     2.28%
-----------------------------------------------------------------------------------------
 Portfolio turnover rate                                 51%      105%
164%      195%




 1. For the period from September 1, 1999 (inception of offering) to July
31,
 2000.
 2. Less than $0.005 per share.
 3. 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.
 4. Annualized for periods of less than one full year.

 See accompanying Notes to Financial Statements.

18  |  OPPENHEIMER TRINITY CORE FUND




                                                          Six
Months                Year

Ended               Ended
                                                    January 31,
2003            July 31,
 Class N                                                 (Unaudited)
2002    2001 1
----------------------------------------------------------------------------------------


 Per Share Operating
Data

 Net asset value, beginning of period                          $6.77    $
8.75    $ 8.89
----------------------------------------------------------------------------------------
 Income (loss) from investment
operations:
 Net investment loss                                            (.01)
(.05)     (.05)
 Net realized and unrealized loss                               (.42)
(1.93)     (.09)

-------------------------
 Total from investment operations                               (.43)
(1.98)     (.14)
----------------------------------------------------------------------------------------
 Dividends and/or distributions to
shareholders:
 Dividends from net investment income                             --
--        --
 Dividends in excess of net investment income                     --
--        --

-------------------------
 Total dividends and/or distributions to shareholders             --
--        --
----------------------------------------------------------------------------------------
 Net asset value, end of period                                $6.34
$6.77     $8.75

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

----------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 2                            (6.35)%
(22.63)%   (1.58)%

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

 Net assets, end of period (in thousands)                       $721
$82        $1
----------------------------------------------------------------------------------------
 Average net assets (in thousands)                              $503
$71        $1
----------------------------------------------------------------------------------------
 Ratios to average net assets:
3
 Net investment income (loss)                                   0.11%
(0.70)%   (1.43)%
 Expenses                                                       1.85%
2.46%     1.75%
 Expenses, net of reduction to custodian
expenses
 and/or voluntary waiver of transfer agent fees                 1.61%
2.28%     1.75%
----------------------------------------------------------------------------------------
 Portfolio turnover rate                                          51%
105%      164%




 1. For the period from March 1, 2001 (inception of offering) to July 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.
 3. Annualized for periods of less than one full year.

 See accompanying Notes to Financial Statements.

19  |  OPPENHEIMER TRINITY CORE FUND


FINANCIAL HIGHLIGHTS  Continued



                                                 Six
Months                            Year

Ended                           Ended
                                           January 31,
2003                        July 31,
 Class Y                                        (Unaudited)
2002       2001    2000 1
-------------------------------------------------------------------------------------------
 Per Share Operating
Data


 Net asset value, beginning of period                 $7.00      $8.99
$10.30    $10.00
-------------------------------------------------------------------------------------------
 Income (loss) from investment
operations:
 Net investment income (loss)                           .01
(.03)      (.02)      .05
 Net realized and unrealized gain (loss)               (.43)     (1.96)
(1.29)      .28

--------------------------------------
 Total from investment operations                      (.42)     (1.99)
(1.31)      .33
-------------------------------------------------------------------------------------------
 Dividends and/or distributions to
shareholders:
 Dividends from net investment income                    --
--         --        -- 2
 Dividends in excess of net investment income            --
--         --      (.03)

--------------------------------------
 Total dividends and/or distributions to shareholders    --
--         --      (.03)
-------------------------------------------------------------------------------------------
 Net asset value, end of period                       $6.58      $7.00
$ 8.99    $10.30

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

-------------------------------------------------------------------------------------------
 Total Return, at Net Asset Value 3                   (6.00)%   (22.14)%
(12.72)%    3.26%

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

 Net assets, end of period (in thousands)              $138       $121
$  86        $1
-------------------------------------------------------------------------------------------
 Average net assets (in thousands)                     $123
$102       $160        $1
 Ratios to average net assets:
4
 Net investment income                                 0.83%
0.04%      0.07%     0.26%
 Expenses                                              1.22%
3.80%      2.35% 5   1.34%
 Expenses, net of reduction to custodian
expenses
 and/or voluntary waiver of transfer agent fees        1.22%
1.43%      1.30%     1.29%
-------------------------------------------------------------------------------------------
 Portfolio turnover rate                                 51%
105%       164%      195%




 1. For the period from September 1, 1999 (inception of offering) to July
31,
 2000.
 2. Less than $0.005 per share.
 3. 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.
 4. Annualized for periods of less than one full year.
 5. Added since July 31, 2001 to reflect expenses before reduction to
custodian
 expenses and voluntary waiver of transfer agent fees.

 See accompanying Notes to Financial Statements.

20  |  OPPENHEIMER TRINITY CORE FUND


NOTES TO FINANCIAL STATEMENTS  Unaudited

--------------------------------------------------------------------------------
1. Significant Accounting Policies
Oppenheimer Trinity Core Fund (the Fund) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment
company.
The Fund's investment objective is to seek long-term growth of capital. The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The
Manager
has entered into a sub-advisory agreement with Trinity Investment Management
Corporation.
     The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class A shares are sold at their offering price, which is normally net asset
value plus a front-end sales charge. Class B, Class C and Class N shares are
sold without a front-end sales charge but may be subject to a contingent
deferred sales charge (CDSC). Class N shares are sold only through
retirement
plans. Retirement plans that offer Class N shares may impose charges on
those
accounts. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC. All classes of shares have
identical
rights and voting privileges. Earnings, net assets and net asset value per
share
may differ by minor amounts due to each class having its own expenses
directly
attributable to that class. Classes A, B, C and N have separate distribution
and/or service plans. No such plan has been adopted for Class Y shares.
Class B
shares will automatically convert to Class A shares six years after the
date of
purchase.
     The following is a summary of significant accounting policies
consistently
followed by the Fund.
--------------------------------------------------------------------------------
Securities Valuation. Securities listed or traded on National Stock
Exchanges or
other domestic or foreign exchanges are valued based on the last sale price
of
the security traded on that exchange prior to the time when the Fund's
assets
are valued. In the absence of a sale, the security is valued at the last
sale
price on the prior trading day, if it is within the spread of the closing
bid
and asked prices, and if not, at the closing bid price. Securities
(including
restricted securities) for which quotations are not readily available are
valued
primarily using dealer-supplied valuations, a portfolio pricing service
authorized by the Board of Trustees, or at their fair value. Fair value is
determined in good faith under consistently applied procedures under the
supervision of the Board of Trustees. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
--------------------------------------------------------------------------------
Joint Repurchase Agreements. The Fund, along with other affiliated funds of
the
Manager, may transfer uninvested cash balances into one or more joint
repurchase
agreement accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities pledged as
collateral for repurchase agreements are held by a custodian bank until the
agreements mature. Each agreement requires that the market value of the
collateral be sufficient to cover payments of interest and principal;
however,
in the event of default by the other party to the agreement, retention of
the
collateral may be subject to legal proceedings.

21  |  OPPENHEIMER TRINITY CORE FUND


NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued
--------------------------------------------------------------------------------
1. Significant Accounting Policies Continued
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other
than
those attributable to a specific class), gains and losses are allocated
daily to
each class of shares based upon the relative proportion of net assets
represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
--------------------------------------------------------------------------------
Federal Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income, including any net realized gain on
investments not offset by capital loss carryforwards, if any, to
shareholders.
Therefore, no federal income or excise tax provision is required.
     As of January 31, 2003, the Fund had available for federal income tax
purposes an estimated unused capital loss carryforward of $2,423,979. This
estimated capital loss carryforward represents carryforward as of the end
of the
last fiscal year, increased for losses deferred under tax accounting rules
to
the current fiscal year and increased or decreased by capital losses or
gains
realized in the first six months of the current fiscal year.
As of July 31, 2002, the Fund had available for federal income tax purposes
unused capital loss carryforwards as follows:

                              Expiring
                              ----------------------
                              2008        $   41,424
                              2009           111,626
                              2010           969,855
                                          ----------
                              Total       $1,122,905
                                          ==========

--------------------------------------------------------------------------------
Trustees' Compensation. The Fund has adopted an unfunded retirement plan
for the
Fund's independent trustees. Benefits are based on years of service and fees
paid to each trustee during the years of service. During the six months
ended
January 31, 2003, the Fund's projected benefit obligations were decreased by
$1,018 resulting in an accumulated liability of $88 as of January 31, 2003.
     The Board of Trustees has adopted a deferred compensation plan for
independent trustees that enables trustees to elect to defer receipt of all
or a
portion of annual compensation they are entitled to receive from the Fund.
Under
the plan, the compensation deferred is periodically adjusted as though an
equivalent amount had been invested for the Board of Trustees in shares of
one
or more Oppenheimer funds selected by the trustee. The amount paid to the
Board
of Trustees under the plan will be determined based upon the performance of
the
selected funds. Deferral of trustees' fees under the plan will not affect
the
net assets of the Fund, and will not materially affect the Fund's assets,
liabilities or net investment income per share.
--------------------------------------------------------------------------------
Dividends and Distributions to Shareholders. Dividends and distributions to
shareholders, which are determined in accordance with income tax
regulations,
are recorded on the ex-dividend date.

22  |  OPPENHEIMER TRINITY CORE FUND


--------------------------------------------------------------------------------
Classification of Dividends and Distributions to Shareholders. Net
investment
income (loss) and net realized gain (loss) may differ for financial
statement
and tax purposes. The character of dividends and distributions made during
the
fiscal year from net investment income or net realized gains may differ from
their ultimate characterization for federal income tax purposes. Also, due
to
timing of dividends and distributions, the fiscal year in which amounts are
distributed may differ from the fiscal year in which the income or net
realized
gain was recorded by the Fund.
     No distributions were paid during the six months ended January 31,
2003 and
the year ended July 31, 2002.
--------------------------------------------------------------------------------
Investment Income. Dividend income is recorded on the ex-dividend date or
upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and
amortization
of premium, is accrued as earned.
--------------------------------------------------------------------------------
Security Transactions. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
--------------------------------------------------------------------------------
Other. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of
assets and liabilities and disclosure of contingent assets and liabilities
at
the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates.

--------------------------------------------------------------------------------
2. Shares of Beneficial Interest

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



                   Six Months Ended January 31, 2003      Year Ended July
31, 2002
                                Shares        Amount         Shares
Amount
----------------------------------------------------------------------------------


 Class A
 Sold                          121,703     $ 803,498        357,407    $
2,895,526
 Redeemed                     (143,900)     (940,801)      (269,496)
(2,142,172)

----------------------------------------------------
 Net increase (decrease)       (22,197)    $(137,303)        87,911    $
753,354

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

----------------------------------------------------------------------------------
 Class B
 Sold                          107,328     $ 693,922        170,545    $
1,354,469
 Redeemed                      (77,572)     (492,653)       (70,151)
(548,779)

----------------------------------------------------
 Net increase                   29,756     $ 201,269        100,394    $
805,690

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

----------------------------------------------------------------------------------
 Class C
 Sold                           72,006     $ 470,785        118,519    $
920,001
 Redeemed                      (37,265)     (242,662)       (63,389)
(490,962)

----------------------------------------------------
 Net increase                   34,741     $ 228,123         55,130    $
429,039

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



23  |  OPPENHEIMER TRINITY CORE FUND


NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued



 2. Shares of Beneficial Interest Continued



                   Six Months Ended January 31, 2003      Year Ended July
31, 2002
                                Shares        Amount         Shares
Amount
----------------------------------------------------------------------------------


 Class N
 Sold                          116,784      $741,744         42,122      $
349,796
 Redeemed                      (15,156)      (99,556)       (30,091)
(244,083)

----------------------------------------------------
 Net increase                  101,628      $642,188         12,031      $
105,713

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

----------------------------------------------------------------------------------
 Class Y
 Sold                            6,050      $ 41,388         10,433      $
87,052
 Redeemed                       (2,484)      (16,377)        (2,604)
(21,218)

----------------------------------------------------
 Net increase                    3,566      $ 25,011          7,829      $
65,834

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



--------------------------------------------------------------------------------
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the six months ended January 31, 2003, were
$4,744,927 and $3,859,884, respectively.

--------------------------------------------------------------------------------
4. Fees and Other Transactions with Affiliates
Management Fees. Management fees paid to the Manager were in accordance
with the
investment advisory agreement with the Fund which provides for a fee of
0.75% of
the first $200 million of average annual net assets of the Fund, 0.72% of
the
next $200 million, 0.69% of the next $200 million, 0.66% of the next $200
million, and 0.60% of average annual net assets in excess of $800 million.

--------------------------------------------------------------------------------
Sub-Advisor Fees. The Manager pays Trinity Investment Management Corporation
(the Sub-Advisor) based on the fee schedule set forth in the Prospectus.
For the
six months ended January 31, 2003, the Manager paid $9,785 to the
Sub-Advisor
for services to the Fund.
--------------------------------------------------------------------------------
Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the
Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund
pays
OFS a $19.75 per account fee.
     Additionally, Class Y shares are subject to minimum fees of $5,000 for
assets of less than $10 million and $10,000 for assets of $10 million or
more.
The Class Y shares are subject to the minimum fees in the event that the per
account fee does not equal or exceed the applicable minimum fees. OFS may
voluntarily waive the minimum fees.
     OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees up to an annual rate of 0.35% of average annual net assets for
all
classes. This undertaking may be amended or withdrawn at any time.
--------------------------------------------------------------------------------
Distribution and Service Plan (12b-1) Fees. Under its General Distributor's
Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the
Distributor)
acts as the Fund's principal underwriter in the continuous public offering
of
the different classes of shares of the Fund.


24  |  OPPENHEIMER TRINITY CORE FUND


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



                      Aggregate         Class A     Concessions
Concessions     Concessions     Concessions
                      Front-End       Front-End      on Class A      on
Class B      on Class C      on Class N
                  Sales Charges   Sales Charges          Shares
Shares          Shares          Shares
                     on Class A     Retained by     Advanced by
Advanced by     Advanced by     Advanced by
Six Months Ended         Shares     Distributor   Distributor 1
Distributor 1   Distributor 1   Distributor 1
---------------------------------------------------------------------------------------------------------------


January 31, 2003         $5,727          $1,705          $1,149
$8,783          $3,422          $7,330


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



                               Class A         Class B         Class
C         Class N
                            Contingent      Contingent      Contingent
Contingent
                              Deferred        Deferred
Deferred        Deferred
                         Sales Charges   Sales Charges   Sales Charges
Sales Charges
                           Retained by     Retained by     Retained by
Retained by
Six Months Ended           Distributor     Distributor     Distributor
Distributor
--------------------------------------------------------------------------------------


January 31, 2003                   $80          $3,007
$221            $474



--------------------------------------------------------------------------------
Service Plan for Class A Shares. The Fund has adopted a Service Plan for
Class A
Shares. It reimburses the Distributor for a portion of its costs incurred
for
services provided to accounts that hold Class A shares. Reimbursement is
made
quarterly at an annual rate of up to 0.25% of the average annual net assets
of
Class A shares of the Fund. For the six months ended January 31, 2003,
payments
under the Class A Plan totaled $4,495, all of which were paid by the
Distributor
to recipients, and included $203 paid to an affiliate of the Manager. Any
unreimbursed expenses the Distributor incurs with respect to Class A shares
in
any fiscal year cannot be recovered in subsequent years.
--------------------------------------------------------------------------------
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. Under the plans, the Fund pays the Distributor an annual asset-based
sales charge of 0.75% per year on Class B shares and on Class C shares and
the
Fund pays the Distributor an annual asset-based sales charge of 0.25% per
year
on Class N shares. The Distributor also receives a service fee of 0.25% per
year
under each plan.

Distribution fees paid to the Distributor for the six months ended January
31,
2003, were as follows:




Distributor's
                                                         Distributor's
Aggregate
                                                             Aggregate
Unreimbursed
                                                          Unreimbursed
Expenses as %
                        Total Payments  Amount Retained       Expenses  of
Net Assets
                            Under Plan   by Distributor     Under
Plan       of Class
-------------------------------------------------------------------------------------


Class B Plan                    $8,767           $7,350
$79,153           4.32%
Class C Plan                     7,133            3,990
27,720           1.90
Class N Plan                     1,259            1,105
20,966           2.91



25  |  OPPENHEIMER TRINITY CORE FUND


NOTES TO FINANCIAL STATEMENTS  Unaudited / Continued

--------------------------------------------------------------------------------
5. Bank Borrowings.
The Fund had the ability to borrow from a bank for temporary or emergency
purposes provided asset coverage for borrowings exceeded 300%. The Fund and
other Oppenheimer funds participated in a $400 million unsecured line of
credit
with a bank. Under that unsecured line of credit, interest was charged to
each
fund, based on its borrowings, at a rate equal to the Federal Funds Rate
plus
0.45%. Under that credit facility, the Fund paid a commitment fee equal to
its
pro rata share of the average unutilized amount of the credit facility at a
rate
of 0.08% per annum. The credit facility was terminated on November 12, 2002.

     The Fund had no borrowings through November 12, 2002.






                                  A-1
                               Appendix A

                             S&P 500 Index
                             -
                11 Economic Sectors, 34 Industry Groups
                ---------------------------------------



            Basic Materials                     Miscellaneous
            Chemicals                           Miscellaneous
            Forest Products
            Metals



            Consumer Staples                    Technology
            Food/Bev/Tobacco                    Computer Hardware
            Household Products                  Computer Software
            Food & Drug Retail                  Electronics



            Health Care                         Consumer Cyclicals
            Drugs                               Retail/Merchandise
            Hospital/Hospital Supply            Entertainment
                                                Building Materials
                                                Lodging & Restaurant
                                                Publishing
            Transportation                      Consumer Durables
            Automotive                          Retail/Clothing
            Transportation
            Auto Parts



            Capital Goods                       Finance
            Electric Equipment                  Consumer Finance
            Aerospace                           Money Center Banks
            Machinery                           Insurance
                                                Regional Banks


            Energy                              Utilities
            Integrated Oils                     Telephones
            Oil Production/Services             Electric Utilities
                                                Gas & Water










                                  B-11
                               Appendix B

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

In certain cases, the initial sales charge that applies to purchases of
Class A shares1 of the Oppenheimer funds or the contingent deferred
sales charge that may apply to Class A, Class B or Class C shares may
be waived.2  That is because of the economies of sales efforts realized
by OppenheimerFunds Distributor, Inc., (referred to in this document as
the "Distributor"), or by dealers or other financial institutions that
offer those shares to certain classes of investors.

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

For the purposes of some of the waivers described below and in the
Prospectus and Statement of Additional Information of the applicable
Oppenheimer funds, the term "Retirement Plan" refers to the following
types of plans:
         1) plans qualified under Sections 401(a) or 401(k) of the
            Internal Revenue Code,
         2) non-qualified deferred compensation plans,
         3) employee benefit plans3
         4) Group Retirement Plans4
         5) 403(b)(7) custodial plan accounts
         6) Individual Retirement Accounts ("IRAs"), including
            traditional IRAs, Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE
            plans

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

Waivers that apply at the time shares are redeemed must be requested by
the shareholder and/or dealer in the redemption request.
I.






 Applicability of Class A Contingent Deferred Sales Charges in Certain
                                    Cases
------------------------------------------------------------------------

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

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






         Waivers of Class A Sales Charges of Oppenheimer Funds
------------------------------------------------------------------------

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

Class A shares purchased by the following investors are not subject to
any Class A sales charges (and no concessions are paid by the
Distributor on such purchases):
|_|   The Manager or its affiliates.
|_|   Present or former officers, directors, trustees and employees
         (and their "immediate families") of the Fund, the Manager and
         its affiliates, and retirement plans established by them for
         their employees. The term "immediate family" refers to one's
         spouse, children, grandchildren, grandparents, parents,
         parents-in-law, brothers and sisters, sons- and
         daughters-in-law, a sibling's spouse, a spouse's siblings,
         aunts, uncles, nieces and nephews; relatives by virtue of a
         remarriage (step-children, step-parents, etc.) are included.
|_|   Registered management investment companies, or separate accounts
         of insurance companies having an agreement with the Manager or
         the Distributor for that purpose.
|_|   Dealers or brokers that have a sales agreement with the
         Distributor, if they purchase shares for their own accounts or
         for retirement plans for their employees.
|_|   Employees and registered representatives (and their spouses) of
         dealers or brokers described above or financial institutions
         that have entered into sales arrangements with such dealers or
         brokers (and which are identified as such to the Distributor)
         or with the Distributor. The purchaser must certify to the
         Distributor at the time of purchase that the purchase is for
         the purchaser's own account (or for the benefit of such
         employee's spouse or minor children).
|_|   Dealers, brokers, banks or registered investment advisors that
         have entered into an agreement with the Distributor providing
         specifically for the use of shares of the Fund in particular
         investment products made available to their clients. Those
         clients may be charged a transaction fee by their dealer,
         broker, bank or advisor for the purchase or sale of Fund
         shares.
|_|   Investment advisors and financial planners who have entered into
         an agreement for this purpose with the Distributor and who
         charge an advisory, consulting or other fee for their services
         and buy shares for their own accounts or the accounts of their
         clients.
|_|   "Rabbi trusts" that buy shares for their own accounts, if the
         purchases are made through a broker or agent or other
         financial intermediary that has made special arrangements with
         the Distributor for those purchases.
|_|   Clients of investment advisors or financial planners (that have
         entered into an agreement for this purpose with the
         Distributor) who buy shares for their own accounts may also
         purchase shares without sales charge but only if their
         accounts are linked to a master account of their investment
         advisor or financial planner on the books and records of the
         broker, agent or financial intermediary with which the
         Distributor has made such special arrangements . Each of these
         investors may be charged a fee by the broker, agent or
         financial intermediary for purchasing shares.
|_|   Directors, trustees, officers or full-time employees of OpCap
         Advisors or its affiliates, their relatives or any trust,
         pension, profit sharing or other benefit plan which
         beneficially owns shares for those persons.
|_|   Accounts for which Oppenheimer Capital (or its successor) is the
         investment advisor (the Distributor must be advised of this
         arrangement) and persons who are directors or trustees of the
         company or trust which is the beneficial owner of such
         accounts.
|_|   A unit investment trust that has entered into an appropriate
         agreement with the Distributor.
|_|   Dealers, brokers, banks, or registered investment advisers that
         have entered into an agreement with the Distributor to sell
         shares to defined contribution employee retirement plans for
         which the dealer, broker or investment adviser provides
         administration services.
|-|





      Retirement Plans and deferred compensation plans and trusts used
         to fund those plans (including, for example, plans qualified
         or created under sections 401(a), 401(k), 403(b) or 457 of the
         Internal Revenue Code), in each case if those purchases are
         made through a broker, agent or other financial intermediary
         that has made special arrangements with the Distributor for
         those purchases.
|_|   A TRAC-2000 401(k) plan (sponsored by the former Quest for Value
         Advisors) whose Class B or Class C shares of a Former Quest
         for Value Fund were exchanged for Class A shares of that Fund
         due to the termination of the Class B and Class C TRAC-2000
         program on November 24, 1995.
|_|   A qualified Retirement Plan that had agreed with the former Quest
         for Value Advisors to purchase shares of any of the Former
         Quest for Value Funds at net asset value, with such shares to
         be held through DCXchange, a sub-transfer agency mutual fund
         clearinghouse, if that arrangement was consummated and share
         purchases commenced by December 31, 1996.

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

Class A shares issued or purchased in the following transactions are
not subject to sales charges (and no concessions are paid by the
Distributor on such purchases):
|_|   Shares issued in plans of reorganization, such as mergers, asset
         acquisitions and exchange offers, to which the Fund is a
         party.
|_|   Shares purchased by the reinvestment of dividends or other
         distributions reinvested from the Fund or other Oppenheimer
         funds (other than Oppenheimer Cash Reserves) or unit
         investment trusts for which reinvestment arrangements have
         been made with the Distributor.
|_|   Shares purchased through a broker-dealer that has entered into a
         special agreement with the Distributor to allow the broker's
         customers to purchase and pay for shares of Oppenheimer funds
         using the proceeds of shares redeemed in the prior 30 days
         from a mutual fund (other than a fund managed by the Manager
         or any of its subsidiaries) on which an initial sales charge
         or contingent deferred sales charge was paid. This waiver also
         applies to shares purchased by exchange of shares of
         Oppenheimer Money Market Fund, Inc. that were purchased and
         paid for in this manner. This waiver must be requested when
         the purchase order is placed for shares of the Fund, and the
         Distributor may require evidence of qualification for this
         waiver.
|_|   Shares purchased with the proceeds of maturing principal units of
         any Qualified Unit Investment Liquid Trust Series.
|_|   Shares purchased by the reinvestment of loan repayments by a
         participant in a Retirement Plan for which the Manager or an
         affiliate acts as sponsor.

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

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

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

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will
be waived for redemptions of shares in the following cases:
|_|   Shares redeemed involuntarily, as described in "Shareholder
         Account Rules and Policies," in the applicable Prospectus.
|_|   Redemptions from accounts other than Retirement Plans following
         the death or disability of the last surviving shareholder. The
         death or disability must have occurred after the account was
         established, and for disability you must provide evidence of a
         determination of disability by the Social Security
         Administration.
|_|   The contingent deferred sales charges are generally not waived
         following the death or disability of a grantor or trustee for
         a trust account. The contingent deferred sales charges will
         only be waived in the limited case of the death of the trustee
         of a grantor trust or revocable living trust for which the
         trustee is also the sole beneficiary. The death or disability
         must have occurred after the account was established, and for
         disability you must provide evidence of a determination of
         disability by the Social Security Administration.
|_|   Distributions from accounts for which the broker-dealer of record
         has entered into a special agreement with the Distributor
         allowing this waiver.
|_|   Redemptions of Class B shares held by Retirement Plans whose
         records are maintained on a daily valuation basis by Merrill
         Lynch or an independent record keeper under a contract with
         Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S. Government
         Trust from accounts of clients of financial institutions that
         have entered into a special arrangement with the Distributor
         for this purpose.
|_|   Redemptions requested in writing by a Retirement Plan sponsor of
         Class C shares of an Oppenheimer fund in amounts of $500,000
         or more and made more than 12 months after the Retirement
         Plan's first purchase of Class C shares, if the redemption
         proceeds are invested in Class N shares of one or more
         Oppenheimer funds.
|_|   Distributions8 from Retirement Plans or other employee benefit
         plans for any of the following purposes:
         1) Following the death or disability (as defined in the
            Internal Revenue Code) of the participant or beneficiary.
            The death or disability must occur after the participant's
            account was established in an Oppenheimer fund.
         2) To return excess contributions made to a participant's
            account.
         3) To return contributions made due to a mistake of fact.
         4) To make hardship withdrawals, as defined in the plan.9
         5) To make distributions required under a Qualified Domestic
            Relations Order or, in the case of an IRA, a divorce or
            separation agreement described in Section 71(b) of the
            Internal Revenue Code.
         6) To meet the minimum distribution requirements of the
            Internal Revenue Code.
         7) To make "substantially equal periodic payments" as
            described in Section 72(t) of the Internal Revenue Code.
         8) For loans to participants or beneficiaries.10
         9) On account of the participant's separation from service.11
         10)      Participant-directed redemptions to purchase shares
            of a mutual fund (other than a fund managed by the Manager
            or a subsidiary of the Manager) offered as an investment
            option in a Retirement Plan if the plan has made special
            arrangements with the Distributor.
         11)      Distributions made on account of a plan termination
            or "in-service" distributions, if the redemption proceeds
            are rolled over directly to an OppenheimerFunds-sponsored
            IRA.
         12)      For distributions from a participant's account under
            an Automatic Withdrawal Plan after the participant reaches
            age 59 1/2, as long as the aggregate value of the
            distributions does not exceed 10% of the account's value,
            adjusted annually.
         13)      Redemptions of Class B shares under an Automatic
            Withdrawal Plan for an account other than a Retirement
            Plan, if the aggregate value of the redeemed shares does
            not exceed 10% of the account's value, adjusted annually.
         14)      For distributions from 401(k) plans sponsored by
            broker-dealers that have entered into a special arrangement
            with the Distributor allowing this waiver.
|_|   Redemptions of Class B shares or Class C shares under an
         Automatic Withdrawal Plan from an account other than a
         Retirement Plan if the aggregate value of the redeemed shares
         does not exceed 10% of the account's value annually.

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

The contingent deferred sales charge is also waived on Class B and
Class C shares sold or issued in the following cases:
|_|   Shares sold to the Manager or its affiliates.
|_|   Shares sold to registered management investment companies or
         separate accounts of insurance companies having an agreement
         with the Manager or the Distributor for that purpose.
|_|   Shares issued in plans of reorganization to which the Fund is a
         party.

|_|   Shares sold to present or former officers, directors, trustees or
         employees (and their "immediate families" as defined above in
         Section I.A.) of the Fund, the Manager and its affiliates and
         retirement plans established by them for their employees.
IV.     Special Sales Charge Arrangements for Shareholders of Certain
      Oppenheimer Funds Who Were Shareholders of Former Quest for Value
                                    Funds
------------------------------------------------------------------------

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

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

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

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

A. Reductions or Waivers of Class A Sales Charges.

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

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

--------------------------------------------------------------------------------
                      Initial Sales       Initial Sales Charge   Concession as
Number of Eligible    Charge as a % of    as a % of Net Amount   % of Offering
Employees or Members  Offering Price      Invested               Price
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 or Fewer                   2.50%                2.56%              2.00%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
At  least  10 but not        2.00%                2.04%              1.60%
more than 49
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition to the waivers set forth in the Prospectus and in this
Appendix, above, the contingent deferred sales charge will be waived
for redemptions of Class A and Class B shares of a Fund and exchanges
of Class A or Class B shares of a Fund into Class A or Class B shares
of a Former Connecticut Mutual Fund provided that the Class A or Class
B shares of the Fund to be redeemed or exchanged were (i) acquired
prior to March 18, 1996 or (ii) were acquired by exchange from an
Oppenheimer fund that was a Former Connecticut Mutual Fund.
Additionally, the shares of such Former Connecticut Mutual Fund must
have been purchased prior to March 18, 1996:
   1) by the estate of a deceased shareholder;
   2) upon the disability of a shareholder, as defined in Section
      72(m)(7) of the Internal Revenue Code;
   3) for retirement distributions (or loans) to participants or
      beneficiaries from retirement plans qualified under Sections
      401(a) or 403(b)(7)of the Code, or from IRAs, deferred
      compensation plans created under Section 457 of the Code, or
      other employee benefit plans;
4)    as tax-free returns of excess contributions to such retirement or
      employee benefit plans;

   5) in whole or in part, in connection with shares sold to any state,
      county, or city, or any instrumentality, department, authority,
      or agency thereof, that is prohibited by applicable investment
      laws from paying a sales charge or concession in connection with
      the purchase of shares of any registered investment management
      company;
   6) in connection with the redemption of shares of the Fund due to a
      combination with another investment company by virtue of a
      merger, acquisition or similar reorganization transaction;
   7) in connection with the Fund's right to involuntarily redeem or
      liquidate the Fund;
   8) in connection with automatic redemptions of Class A shares and
      Class B shares in certain retirement plan accounts pursuant to an
      Automatic Withdrawal Plan but limited to no more than 12% of the
      original value annually; or
   9) as involuntary redemptions of shares by operation of law, or
      under procedures set forth in the Fund's Articles of
      Incorporation, or as adopted by the Board of Directors of the
      Fund.
VI.        Special Reduced Sales Charge for Former Shareholders of
                         Advance America Funds, Inc.
------------------------------------------------------------------------

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

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






Oppenheimer Trinity Core FundSM

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

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

Sub-Advisor
      Trinity Investment Management Corporation
      301 North Spring Street
      Bellefonte, Pennsylvania 16823

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

Transfer Agent
      OppenheimerFunds Services
      P.O. Box 5270
      Denver, Colorado 80217
      1.800.CALL.OPP (225.5677)

Custodian Bank
      Citibank, N.A.
      399 Park Avenue
      New York, New York 10043

Independent Auditors
      KPMG LLP
      707 Seventeenth Street
      Denver, Colorado 80202

Legal Counsel
      Mayer, Brown, Rowe & Maw
      1675 Broadway
      New York, New York 10019

1234


PX0211.002.0902(Rev 10.02)

--------
                                                               1 Mr. Motley was elected as Trustee to the Board I Funds effective
                                                                                          October 10, 2002.
2 In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information
refers to those Trustees who are not "interested persons" of the Fund
and who do not have any direct or indirect financial interest in the
operation of the distribution plan or any agreement under the plan.
1 Certain waivers also apply to Class M shares of Oppenheimer
Convertible Securities Fund.
2 In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred
sales charges mean the Fund's Early Withdrawal Charges and references
to "redemptions" mean "repurchases" of shares.
3 An "employee benefit plan" means any plan or arrangement, whether or
not it is "qualified" under the Internal Revenue Code, under which
Class N shares of an Oppenheimer fund or funds are purchased by a
fiduciary or other administrator for the account of participants who
are employees of a single employer or of affiliated employers. These
may include, for example, medical savings accounts, payroll deduction
plans or similar plans. The fund accounts must be registered in the
name of the fiduciary or administrator purchasing the shares for the
benefit of participants in the plan.
4 The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other
organized group of persons (the members of which may include other
groups), if the group has made special arrangements with the
Distributor and all members of the group participating in (or who are
eligible to participate in) the plan purchase shares of an Oppenheimer
fund or funds through a single investment dealer, broker or other
financial institution designated by the group. Such plans include 457
plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans other than
plans for public school employees. The term "Group Retirement Plan"
also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund
or funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
5 However, that concession will not be paid on purchases of shares in
amounts of $1 million or more (including any right of accumulation) by
a Retirement Plan that pays for the purchase with the redemption
proceeds of Class C shares of one or more Oppenheimer funds held by the
Plan for more than one year.
6 This provision does not apply to IRAs.
7 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
8 The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the
Plan.
9 This provision does not apply to IRAs.
10 This provision does not apply to loans from 403(b)(7) custodial
plans and loans from the OppenheimerFunds-sponsored Single K retirement
plan.
11 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.




OPPENHEIMER MAIN STREET FUND

                                 FORM N-14

                                  PART C

                             OTHER INFORMATION


Item 15.  Indemnification
-------------------------

      Reference  is  made  to  the   provisions   of  Article   Seventh  of
Registrant's   Amended  and   Restated   Declaration   of  Trust  filed  by
cross-reference   to  Exhibit  16  (1)  to  this  Registration   Statement,
incorporated herein by reference.

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

Item 16.  Exhibits
------------------

(1)      (i)      Articles   of   Incorporation   dated   as  of   10/2/87:
         Previously filed with  Registrant's  Post-Effective  Amendment No.
         12,  10/25/93  to its  Registration  Statement  on Form N-1A (Reg.
         No. 33-17850), and incorporated herein by reference.

(ii)  Amended  Articles of  Incorporation  dated 12/9/87:  Previously filed
         with  Registrant's  Post-Effective  Amendment No. 12,  10/25/93 to
         its Registration  Statement on Form N-1A (Reg. No. 33-17850),  and
         incorporated herein by reference.

(iii) Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         8/18/88:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 12, 10/25/93 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(iv)  Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         1/20/89:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 12, 10/25/93 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(v)   Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         4/16/90:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 12, 10/25/93 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(vi)  Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         8/27/93:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 12, 10/25/93 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(vii) Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         10/20/93:   Previously  filed  with  Registrant's   Post-Effective
         Amendment No. 12, 10/25/93 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(viii)      Articles  Supplementary to the Articles of Incorporation  dated
         10/27/93:   Previously  filed  with  Registrant's   Post-Effective
         Amendment No. 14,  9/30/94 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(ix)  Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         11/29/93:   Previously  filed  with  Registrant's   Post-Effective
         Amendment No. 14,  9/30/94 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(x)   Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         4/28/94:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 14,  9/30/94 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(xi)  Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         9/30/94:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 14,  9/30/94 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(xii) Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         8/30/96:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 19, 10/30/96 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(xiii)      Articles  Supplementary to the Articles of Incorporation  dated
         9/30/96:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 19, 10/30/96 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(xiv) Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         11/30/98:   Previously  filed  with  Registrant's   Post-Effective
         Amendment No. 23, 12/22/98 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(xv)  Articles   Supplementary  to  the  Articles  of  Incorporation  dated
         12/19/00:   Previously  filed  with  Registrant's   Post-Effective
         Amendment No. 23, 12/20/00 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.



(2)   By-Laws Amended as of 12/19/00:  Previously  filed with  Registrant's
         Post-Effective  Amendment  No. 26,  12/20/00  to its  Registration
         Statement  on Form N-1A  (Reg.  No.  33-17850),  and  incorporated
         herein by reference.

(3)   N/A.

(4)      Agreement  and Plan of  Reorganization  dated April 17, 2003:  See
         Exhibit A to Part A of this Registration  Statement,  incorporated
         herein by reference.

(5)      (i)      Specimen  Class A  Stock  Certificate:  Previously  filed
         with  Registrant's  Post-Effective  Amendment No. 28,  12/19/01 to
         its Registration  Statement on Form N-1A (Reg. No. 33-17850),  and
         incorporated herein by reference.

   (ii)  Specimen  Class  B  Stock   Certificate:   Previously  filed  with
         Registrant's  Post-Effective  Amendment  No. 28,  12/19/01  to its
         Registration  Statement  on Form N-1A  (Reg.  No.  33-17850),  and
         incorporated herein by reference.

   (iii) Specimen  Class  C  Stock   Certificate:   Previously  filed  with
         Registrant's  Post-Effective  Amendment  No. 28,  12/19/01  to its
         Registration  Statement  on Form N-1A  (Reg.  No.  33-17850),  and
         incorporated herein by reference.

(iv)  Specimen   Class  N  Stock   Certificate:   Previously   filed   with
         Registrant's  Post-Effective  Amendment  No. 28,  12/19/01  to its
         Registration  Statement  on Form N-1A  (Reg.  No.  33-17850),  and
         incorporated herein by reference.

(v)   Specimen   Class  Y  Stock   Certificate:   Previously   filed   with
         Registrant's  Post-Effective  Amendment  No. 28,  12/19/01  to its
         Registration  Statement  on Form N-1A  (Reg.  No.  33-17850),  and
         incorporated herein by reference.

(6)         Amended and Restated  Investment  Advisory  Agreement  dated as
         of 10/22/90:  Previously  filed with  Registrant's  Post-Effective
         Amendment  No. 6,  11/1/90 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

(7)      (i)      General    Distributor's    Agreement   dated   10/13/92:
         Previously filed with  Registrant's  Post-Effective  Amendment No.
         11, 8/25/93 to its  Registration  Statement on Form N-1A (Reg. No.
         33-17850).

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

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

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

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

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

(9)      (i)      Amended and Restated  Custody  Agreement  dated 11/12/92:
         Previously filed with  Registrant's  Post-Effective  Amendment No.
         59, 1/29/93,  refiled with Registrant's  Post-Effective  Amendment
         No. 63,  12/1/94,  pursuant  to Item 102 of  Regulation  S-T,  and
         incorporated herein by reference.

   (ii)  Foreign  Custody  Manager  Agreement  between  Registrant  and The
         Bank of New York:  Previously filed with  Pre-Effective  Amendment
         No. 2 to the  Registration  Statement  of  Oppenheimer  World Bond
         Fund (Reg. No.  333-48973),  4/23/98,  and incorporated  herein by
         reference.

(10)(i)  Service  Plan  and  Agreement  for  Class  A  Shares  dated  as of
         6/10/93:   Previously  filed  with   Registrant's   Post-Effective
         Amendment No. 60, 11/24/93 to its  Registration  Statement on Form
         N-1A (Reg. No. 33-17850), and incorporated herein by reference.

   (i)(a)   Amended and  Restated  Service Plan and  Agreement  for Class A
         shares  dated  6/14/02  pursuant to Rule 12b-1:  Previously  filed
         with  Registrant's  Post-Effective  Amendment No. 77,  11/18/02 to
         its Registration  Statement on Form N-1A (Reg. No. 33-17850),  and
         incorporated herein by reference.

   (ii)  Distribution  and Service  Plan and  Agreement  for Class B Shares
         dated as of  2/20/97  pursuant  to Rule  12b-1:  Previously  filed
         with  Registrant's  Post-Effective  Amendment  No. 70,  9/15/98 to
         its Registration  Statement on Form N-1A (Reg. No. 33-17850),  and
         incorporated herein by reference.

   (iii) Distribution  and Service  Plan and  Agreement  for Class C Shares
         dated as of  2/20/97  pursuant  to Rule  12b-1:  Previously  filed
         with  Registrant's  Post-Effective  Amendment  No. 70,  9/15/98 to
         its Registration  Statement on Form N-1A (Reg. No. 33-17850),  and
         incorporated herein by reference.

   (iv)  Distribution  and Service Plan  Agreement for Class N Shares dated
         as   of    11/19/01:    Previously    filed   with    Registrant's
         Post-Effective  Amendment  No.  76,  1/22/02  to its  Registration
         Statement  on Form N-1A  (Reg.  No.  33-17850),  and  incorporated
         herein by reference.

(11)(i)  Form of Opinion  and  Consent of  Counsel to  Oppenheimer  Trinity
         Core Fund: Filed herewith.

   (ii)  Form of  Opinion  and  Consent  of  Counsel  to  Oppenheimer  Main
         Street Fund: Filed herewith.

(12)     Form  of  Tax  Opinion  Relating  to  the  Reorganization:   Filed
         herewith.

(13)     N/A.

(14)     Consent  of  Independent  Auditors:  To be filed in  Pre-Effective
Amendment No. 1.

(15)     N/A.

(16)(i)  Powers  of  Attorney  for  all  Trustees/Directors  and  Principal
         Officers  except for Joel W. Motley and John V. Murphy  (including
         Certified    Board    Resolutions):    Previously    filed    with
         Pre-Effective  Amendment  No. 1 to the  Registration  Statement of
         Oppenheimer  Emerging Growth Fund (Reg. No.  333-44176),  10/5/00,
         and incorporated herein by reference.

   (ii)  Power of  Attorney  for John  Murphy  (including  Certified  Board
         Resolution):  Previously filed with  Post-Effective  Amendment No.
         41 to the Registration  Statement of Oppenheimer  U.S.  Government
         Trust (Reg. No. 2-76645),  10/22/01,  and  incorporated  herein by
         reference.

   (iii) Power of Attorney for Joel W. Motley  (including  Certified  Board
         Resolution):  Previously filed with  Post-Effective  Amendment No.
         8 to  the  Registration  Statement  of  Oppenheimer  International
         Small Company Fund (Reg.  333-31537),  10/22/02,  and incorporated
         herein by reference.

Item 17.  Undertakings
----------------------

(1)   N/A.

(2)   N/A.







                                SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933 and/or
the  Investment  Company Act of 1940,  the  Registrant has duly caused this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the City of New York and State of New York
on the 15th day of May, 2003.

                              OPPENHEIMER MAIN STREET FUND

                              By:  /s/ John V. Murphy*

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

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

Signatures                    Title                      Date
----------                    -----                      ----

/s/ Clayton K. Yeutter*       Chairman of the
----------------------------  Board of Trustees          May 15, 2002
Clayton K. Yeutter

/s/ Donald W. Spiro*          Vice Chairman of the       May 15, 2002
-------------------------     Board and Trustee
Donald W. Spiro

/s/ John V. Murphy*           President, Principal
--------------------------    Executive Officer          May 15, 2002
John V. Murphy                & Trustee

/s/ Brian W. Wixted*          Treasurer, Principal       May 15, 2002
-------------------------     Financial and
Brian W. Wixted               Accounting Officer

/s/ Robert G. Galli*          Trustee                    May 15, 2002
-----------------------
Robert G. Galli

/s/ Phillip A. Griffiths*     Trustee                    May 15, 2002
---------------------------
Phillip A. Griffiths

/s/ Joel W. Motley*           Trustee                    May 15, 2002
------------------------
Joel W. Motley

/s/ Elizabeth B. Moynihan*    Trustee                    May 15, 2002
--------------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall*       Trustee                    May 15, 2002
----------------------------
Kenneth A. Randall

/s/ Edward V. Regan*          Trustee                    May 15, 2002
-------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Trustee                    May 15, 2002
---------------------------------
Russell S. Reynolds, Jr.

*By: /s/ Robert G. Zack
-----------------------------------------
Robert G. Zack, Attorney-in-Fact






                       OPPENHEIMER MAIN STREET FUND

                               EXHIBIT INDEX
                               -------------


Exhibit No.       Description
-----------       -----------

16 (11)(i)        Form of Opinion  and  Consent  of Counsel to  Oppenheimer
   Trinity Core Fund

16 (11)(ii)       Form of Opinion  and  Consent  of Counsel to  Oppenheimer
   Main Street Fund

16 (12)           Form of Tax Opinion Relating to the Reorganization