Form N-14 Cover Page

N-14 1 n14initial.htm N-14 FILING Form N-14 Cover Page

As filed with the Securities and Exchange Commission on July 3, 2003

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.___ / /

POST-EFFECTIVE AMENDMENT NO.__ / /

OPPENHEIMER MAIN STREET FUND, A SERIES OF
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)

Robert G. Zack, Esq.
Senior Vice President &amp; General Counsel
OppenheimerFunds, Inc.
498 Seventh Avenue, New York, New York 10148
(212) 323-0250
(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, a series of
Oppenheimer Main Street Funds, Inc.

It is proposed that this filing will become effective on August 2, 2003
pursuant to Rule 488.

No filing fee is due because of reliance on Section 24(f) of the
Investment Company Act of 1940.
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The Registrant hereby amends the Registration statement on such date or
dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), shall determine.

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 Mercury Advisors S&amp;P 500 Index Fund, a series of
Oppenheimer Select Managers and Prospectus for Oppenheimer Main Street Fund,
a series of Oppenheimer Main Street Funds, Inc.

Exhibit A - Agreement and Plan of Reorganization between Mercury Advisors
S&amp;P 500 Index Fund, a series of Oppenheimer Select Managers and
Oppenheimer Main Street Fund, Inc., a series of Oppenheimer Main Street
Funds, Inc.

Part B

Statement of Additional Information

Part C

Other Information
Signatures
Exhibits

Shareholder Letter

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

August 25, 2003

Dear Mercury Advisors S&P 500 Index Fund, a series of Oppenheimer Select
Managers 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 Mercury Advisors S&P 500
Index Fund, a series of Oppenheimer Select Managers. After careful
consideration, the Board of Trustees has determined that it would be in the best
interest of shareholders of Mercury Advisors S&P 500 Index Fund, a series of
Oppenheimer Select Managers ("MASP Fund") to reorganize into another Oppenheimer
fund, Oppenheimer Main Street Fund, a series of Oppenheimer Main Street Funds,
Inc. ("Main Street Fund"). A shareholder meeting has been scheduled in October,
and all MASP Fund shareholders of record as of July 29th 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? MASP Fund seeks
to match the performance of the Standard & Poor's 500 Composite Stock Price
Index as closely as possible before the deduction of Fund expenses, while Main
Street Fund seeks high total return. In seeking its investment objective, MASP
invests all of its assets in the Master S&P 500 Index Series of the
Quantitative Master Series Trust, a registered investment company that has the
same goals as the Fund. Main Street Fund invests mainly in the common stocks of
U.S. companies of different capitalization ranges, presently focusing on
large-capitalization issuers. Among other factors, the MASP Fund Board
considered that the expense ratio of Main Street Fund has been lower than the
expense ratio of the MASP Fund. Although past performance is not predictive of
future results, shareholders of MASP 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 1.800.708.7780. As always,
we appreciate your confidence in OppenheimerFunds and look forward to serving
you for many years to come.

Sincerely,

John V. Murphy

Enclosures

Notice of Meeting

MERCURY ADVISORS S&P 500 INDEX FUND, a series of Oppenheimer Select
Managers
6803 South Tucson Way, Centennial, CO 80112
1.800.708.7780

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER
10, 2003

To the Shareholders of Mercury Advisors S&P 500 Index Fund, a series of
Oppenheimer Select Managers:

Notice is hereby given that a Special Meeting of the Shareholders of
Mercury Advisors S&P 500 Index Fund, a series of Oppenheimer Select Managers
("MASP 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 October
10, 2003, or any adjournments thereof (the "Meeting"), for the following
purposes: 1. To approve an Agreement and Plan of Reorganization between MASP
Fund and Oppenheimer Main Street Fund, a series of Oppenheimer Main Street
Funds, Inc. ("Main Street Fund"), and the transactions contemplated thereby,
including (a) the transfer of substantially all the assets of MASP 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 MASP Fund in complete liquidation of MASP Fund and (c) the
cancellation of the outstanding class shares of MASP 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 of July 29, 2003 are entitled to notice of, and to vote at, the
Meeting. The Proposal is more fully discussed in the Prospectus and Proxy
Statement. 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 MASP 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

August 25, 2003

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.

Proxy Card

Mercury Advisors S&P 500 Index Fund, a series of Oppenheimer
Select Managers

Proxy For a Special MEETING OF Shareholders To Be Held on OCTOBER 10, 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 Mercury Advisors S&P 500
Index Fund, a series of Oppenheimer Select Managers (the "Fund") to be held at
6803 South Tucson Way, Centennial, Colorado, 80112, on October 10, 2003, at 1:00
p.m. Mountain time, or at any adjournment thereof, upon the proposal 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
Mercury Advisors S&P 500 Index Fund, a series of Oppenheimer Select Managers
("MASP Fund"), and Oppenheimer Main Street Fund, a series of Oppenheimer Main
Street Funds, Inc. ("Main Street Fund") and the transactions contemplated
thereby, including: (a) the transfer of substantially all assets of MASP 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 MASP Fund in complete liquidation of MASP Fund and (c) the
cancellation of the outstanding shares of MASP Fund. TO VOTE, MARK BLOCKS BELOW
IN BLUE OR BLACK INK.

Example:

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

Telephone Voting Instructions

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

MERCURY ADVISORS S&P 500 INDEX FUND, a Series of
OPPENHEIMER SELECT MANAGERS
6803 South Tucson Way, Centennial, CO 80112
1.800.708.7780

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 10, 2003

To the Shareholders of Mercury Advisors S&P 500 Index Fund,
a series of Oppenheimer Select Managers:

Notice is hereby given that a Special Meeting of the
Shareholders of Mercury Advisors S&P 500 Index Fund, a
series of Oppenheimer Select Managers, ("MASP 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 October 10, 2003, or any adjournments
thereof (the "Meeting"), for the following purposes:

1. To approve an Agreement and Plan of Reorganization
between MASP Fund and Oppenheimer Main Street Fund, a
series of Oppenheimer Main Street Funds, Inc. ("Main Street
Fund"), and the transactions contemplated thereby,
including (a) the transfer of substantially all the assets
of MASP 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 MASP Fund in complete
liquidation of MASP Fund and (c) the cancellation of the
outstanding class shares of MASP 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 of July 29,
2003 are entitled to notice of, and to vote at, the
Meeting. The Proposal is more fully discussed in the
Prospectus and Proxy Statement. 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
MASP 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
August 25, 2003

------------------------------------------------------------
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.

OPPENHEIMER MAIN STREET FUND,
A SERIES OF OPPENHEIMER MAIN STREET FUNDS, INC.
6803 South Tucson Way, Centennial, CO 80112
1.800.708.7780

COMBINED PROSPECTUS AND PROXY STATEMENT
DATED AUGUST 25, 2003

Acquisition of the Assets of MERCURY ADVISORS S&P 500 INDEX
FUND, a series of OPPENHEIMER SELECT MANAGERS

By and in exchange for Class A, Class B, Class C, Class N
and Class Y shares of
OPPENHEIMER MAIN STREET FUND,
A SERIES OF OPPENHEIMER MAIN STREET FUNDS, INC.

This combined Prospectus and Proxy Statement solicits
proxies from the shareholders of Mercury Advisors S&P 500
Index Fund, a series of Oppenheimer Select Managers ("MASP
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 MASP Fund and Oppenheimer Main Street Fund, a
series of Oppenheimer Main Street Funds, Inc. ("Main Street
Fund"). This combined Prospectus and Proxy Statement
constitutes the Prospectus of Main Street Fund and the
Proxy Statement of MASP 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 MASP 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 at 1:00 p.m., Mountain Time, on
October 10, 2003 or any adjournment thereof. The Board of
Trustees of MASP Fund is soliciting these proxies on behalf
of MASP Fund. This Prospectus and Proxy Statement will
first be sent to shareholders on or about August 25, 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
business day preceding the Closing Date (as such term is
defined in the Reorganization Agreement, attached hereto as
Exhibit A) of the Reorganization (the "Valuation Date") of
your Class A shares of MASP 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 MASP 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 MASP 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 MASP 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 MASP Fund. MASP Fund will then be liquidated and
de-registered under the Investment Company Act of 1940 (the
"Investment Company Act").

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 can also 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
August 25, 2003 (the "Proxy Statement of Additional
Information") has been filed with the 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 free of charge by written request to
OppenheimerFunds Services (the "Transfer Agent") at P.O.
Box 5270, Denver Colorado 80217 or by calling the toll-free
number 1.800.708.7780. The Proxy Statement of Additional
Information includes the following documents: (i) audited
financial statements for the 12-month period ended August
31, 2002, and unaudited financial statements for the
six-month period ended February 28, 2003, of Main Street
Fund; (ii) audited financial statements for the 12-month
period ended December 31, 2002, and unaudited financial
statements for the six-month period ended June 30, 2003 of
MASP Fund; (iii) Main Street Fund Statement of Additional
Information, dated October 23, 2002, as supplemented April
30, 2003; and (iv) MASP Fund Statement of Additional
Information dated March 28, 2003.

The Prospectus of Main Street Fund dated October 23,
2002, as supplemented April 30, 2003, is enclosed herewith
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 the
Transfer Agent at the address specified above or by calling
the toll-free number shown above: (i) a Prospectus for
MASP Fund, dated March 28, 2003, supplemented May 7, 2003
and May 19, 2003; (ii) a Statement of Additional
Information for MASP Fund, dated March 28, 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.

As with all mutual funds, the SEC 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.

This Prospectus and Proxy statement is dated August 25,
2003.

TABLE OF CONTENTS
COMBINED PROSPECTUS AND PROXY STATEMENT

Page
----

SYNOPSIS

What am I being asked to vote on?.......................................
What are the general tax consequences of the
Reorganization?............................................................
Comparisons of Some Important Features.....................................
How do the investment objectives and policies of the
Funds compare? .................................................
Who manages the Funds?..................................................
What are the fees and expenses of each Fund and those
expected after the Reorganization?.........................................
Where can I find more financial information about the
Funds?.....................................................................
What are the capitalizations of the Funds and what would
the capitalizations be after the Reorganization?......................
How have the Funds performed?...........................................
What are other Key Features of the Funds?............................
Investment Management and Fees.......................................
Transfer Agency and Custody Services.................................
Distribution Services................................................
Purchases, Redemptions, Exchanges and other
Shareholder Services.......................................................
Dividends and Distributions..........................................
What are the Principal Risks of an Investment in Masp fUND
AND Main Street Fund?
Reasons for the Reorganization.............................................
Information about the Reorganization.......................................
How Will the Reorganization be Carried Out?.............................
Who Will Pay the Expenses of the Reorganization?........................
What are the Tax Consequences of the Reorganization?....................
What should I know about Class A, Class B, Class C,
Class N and Class Y .......................................................
shares of Main Street Fund?...........................................
Comparison of Investment Objectives and Policies...........................
Are there any significant differences between the
investment objectives and strategies of the Funds?....................
What are the Main Risks Associated with an Investment in
the Funds?.................................................................
How do the Investment Policies of the Funds Compare?....................
What are the fundamental investment restrictions of the
Funds?.....................................................................
How do the Account Features and Shareholder Services for
the Funds Compare?.........................................................
Investment Management................................................
Distribution.........................................................
Purchases and Redemptions............................................
Shareholder Services.................................................
Dividends and Distributions..........................................

TABLE OF CONTENTS

Page
----

Voting Information
How many votes are necessary to approve the
Reorganization Agreement?..................................................
How do I ensure my vote is accurately recorded?.........................
Can I revoke my proxy?..................................................
What other matters will be voted upon at the Meeting?...................
Who is entitled to vote?................................................
What other solicitations will be made?..................................
Are there any appraisal rights?.........................................
Information about Main Street Fund ........................................
Information about MASP Fund................................................
Principal Shareholders.....................................................
Exhibit A - Agreement and Plan of Reorganization by and
between Oppenheimer Select
Managers Mercury Advisors S&P 500 Index Fund and
Oppenheimer Main Street Fund...............................................
Enclosures:
Prospectus of Oppenheimer Main Street Fund dated October
23, 2002, as supplemented
April 30, 2003
Semi-Annual Report of Oppenheimer Main Street Fund dated
February 28, 2003
(available without charge upon request, by calling
1.800.708.7780).

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.

If shareholders of MASP Fund approve the Reorganization,
the net assets of MASP Fund will be transferred 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 MASP Fund shareholders and MASP Fund will
be liquidated. As a result of the Reorganization, you will
cease to be a shareholder of MASP Fund and will become a
shareholder of Main Street Fund. For Federal income tax
purposes, the holding period of your MASP Fund shares will
be carried over to the holding period for shares you
receive in connection with the Reorganization. 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.

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, MASP Fund, with and into Main
Street Fund so that shareholders of MASP Fund may become
shareholders of a substantially larger fund with generally
more favorable long-term performance and investment
policies similar to those of their current Fund. The Board
considered the differences in investment objective and
focus, discussed below. The Board also considered the fact
that the surviving fund has 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 is
expected to 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 MASP Fund with and into Main
Street Fund is recommended by the Manager based on the fact
that both Funds have similar investment practices and
industry sector weightings.

At a meeting held on April 28, 2003, the Board of
Trustees of MASP Fund approved a Reorganization transaction
that will, if approved by shareholders, result in the
transfer of the net assets of MASP 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 MASP Fund shareholders and MASP Fund will
subsequently be liquidated. As a result of the
Reorganization, you will cease to be a shareholder of MASP
Fund and will become a shareholder of Main Street Fund.
For Federal income tax purposes, the holding period of your
MASP Fund shares will be carried over to the holding period
for shares you receive in connection with the
Reorganization. This exchange will occur on the Closing
Date 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
MASP 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 MASP 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 MASP 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 MASP 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 MASP 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
MASP Fund are subject to a CDSC, your Main Street Fund
shares will continue to be subject to the same CDSC
applicable to your shares, and the period during which you
held your MASP Fund shares will carryover to your Main
Street Fund shares for purposes of determining the CDSC
holding period.

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

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

What are the general tax consequences of the Reorganization?

It is expected that shareholders of MASP 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 "Information About the
Reorganization-What are the Tax Consequences of the
Reorganization?" below.

Comparisons of Some Important Features

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

Through its master/feeder structure described below,
MASP Fund seeks to match the performance of the Standard &
Poor's 500 Composite Stock Price Index (the "S&P 500
Index") as closely as possible before the deduction of Fund
expenses. Main Street Fund seeks a high total return.

In seeking its investment objective, MASP Fund
invests all of its assets in the Master S&P 500 Index
Series of the Quantitative Master Series Trust (the "Master
Fund") that has the same goals as the Fund. The Master
Fund invests at least 80% of its assets (plus borrowings
for investment purposes) in securities or other financial
instruments, in or correlated with, the S&P 500 Index. All
investments are made by the Master Fund. This structure is
sometimes referred to as a "master/feeder" structure. Main
Street Fund invests mainly in common stocks of U.S.
companies of different capitalization ranges, presently
focusing on large capitalization issuers. It can also buy
debt securities, such as bonds and debentures, but does not
currently emphasize these investments.

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 portfolio and the
business and affairs of Main Street Fund is the
responsibility of the Manager. Fund Asset Management L.P.,
doing business as Mercury Advisors, is the investment
adviser to the Master Fund (the "Adviser") and handles the
day-to-day portfolio management of MASP Fund. The Manager
maintains certain books and records on behalf of MASP Fund
and prepares certain reports pursuant to an Administrative
Agreement with the Master Fund on behalf of MASP Fund.
Main Street Fund is a series of Oppenheimer Main Street
Funds, Inc., and an open-end management investment company
organized as a Maryland corporation in 1987. It commenced
operations on February 3, 1988. MASP Fund is a series of
Oppenheimer Select Managers, an open-end, non-diversified
management investment company with an unlimited number of
authorized shares of beneficial interest organized as a
Massachusetts business trust on November 10, 2000. It
commenced operations on February 16, 2001. Both Funds are
governed by a Board of Directors/Trustees, which is
responsible for protecting the interests of shareholders
under Maryland and Massachusetts law, respectively. Both
Funds are located at 6803 South Tucson Way, Centennial, CO
80112.

The Manager, located at 498 Seventh Avenue, New York,
New York 10018, acts as investment advisor to Main Street
Fund. MASP Fund is managed by the Adviser.

The portfolio managers of Main Street Fund are
Charles Albers and Nikolaos Monoyios. Both Mr. Albers and
Mr. Monoyios are employees of the Manager and have been
portfolio managers of the Fund since April 1998. The
portfolio managers are primarily responsible for the
selection of MASP Fund's portfolio securities.

MASP Fund is managed by a team of investment
professionals who are employed by the Adviser. They have
managed the Fund's portfolio since inception in November
2001.

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?

MASP Fund and Main Street Fund each pay a variety of
expenses directly for administration, distribution of their
shares and other services and, in the case of Main Street
Fund, management of assets. Those expenses are subtracted
from each Fund's assets to calculate the Fund's net asset
value per share. MASP Fund pays indirectly through its
investments in the Master Fund for management of its
assets. Shareholders pay these expenses indirectly.
Shareholders for both Funds 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 MASP 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. All amounts shown are a percentage of
average daily net assets of each class of shares of the
Funds.

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

------------------------------------------------------------------------------------
Pro Forma
----------------- Main Street Fund Surviving
MASP Fund Class A shares Main Street Fund
Class A shares Class A shares
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Sales Charge 5.75% 5.75% 5.75%
(Load) on purchases (as a
% of offering price)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of
the lower of the original None1 None1 None1
Offering price or
Redemption proceeds)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets):
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Management Fees 0.005% 0.46% 0.46%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Distribution and/or 0.24% 0.25% 0.25%
Service
(12b-1) Fees
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Other Expenses5 1.62% 0.28% 0.28%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Total Annual Operating 1.865% 0.99% 0.99%
Expenses
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
Pro Forma
MASP Fund Main Street Fund Surviving
Class B shares Class B shares Main Street Fund
Class B shares
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Sales Charge None None None
(Load) on purchases (as a
% of offering price)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of
the lower of the original 5%2 5%2 5%2
Offering price or
Redemption proceeds)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets):
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Management Fees 0.005% 0.46% 0.46%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Distribution and/or Service 1.00% 1.00% 1.00%
(12b-1) Fees
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Other Expenses5 1.41% 0.33% 0.33%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Total Annual Operating 2.415% 1.79% 1.79%
Expenses
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
Pro Forma
MASP Fund Main Street Fund Surviving
Class C shares Class C shares Main Street Fund
Class C shares
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Sales Charge None None None
(Load) on purchases (as a
% of offering price)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of
the lower of the original 1%3 1%3 1%3
Offering price or
Redemption proceeds)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Management Fees 0.005% 0.46% 0.46%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Distribution and/or Service 1.00% 1.00% 1.00%
(12b-1) Fees
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Other Expenses5 1.19% 0.29% 0.29%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Total Annual Operating 2.195% 1.75% 1.75%
Expenses
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
Pro Forma
MASP Fund Main Street Fund Surviving
Class N shares Class N shares Main Street Fund
Class N shares
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Sales Charge None None None
(Load) on purchases (as a
% of offering price)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of
the lower of the original 1%4 1%4 1%4
Offering price or
Redemption proceeds)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets):
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Management Fees 0.005% 0.46% 0.46%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Distribution and/or Service 0.50% 0.50% 0.50%
(12b-1) Fees
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Other Expenses5 1.05% 0.12% 0.12%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Total Annual Operating 1.555% 1.08% 1.08%
Expenses
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
Pro Forma
MASP Fund Main Street Fund Surviving
Class Y shares Class Y shares Main Street Fund
Class Y shares
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Sales Charge None None None
(Load) on purchases (as a
% of offering price)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of
the lower of the original None None None
Offering price or
Redemption proceeds)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Management Fees 0.005% 0.46% 0.46%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Distribution and/or Service N/A N/A N/A
(12b-1) Fees
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Other Expenses5 2.68% 0.45% 0.45%
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Total Annual Operating 2.685% 0.91% 0.91%
Expenses
------------------------------------------------------------------------------------
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. Applies to shares redeemed within 18 months of
retirement plan's first purchase of Class N shares.
"Other Expenses" include transfer agent fees and
custodial, accounting and legal expenses. For MASP Fund,
"Other Expenses" also include the Fund's pro rata share
of the expenses of the Master Fund. The Transfer Agent
has voluntarily undertaken to the Funds 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.
"Total Annual Operating Expenses" for MASP Fund were
reduced by a voluntary expense assumption undertaking by
the Manager. With that expense assumption and the
transfer agent waiver, "Total Annual Operating Expenses"
for MASP Fund were 1.055% for Class A, 1.805% for Class
B, 1.805% for Class C, 1.305% for Class N and 0.305% for
Class Y shares. After the waiver, the actual "Other
Expenses" and "Total Annual Operating Expenses" as
percentages of average daily net assets for Main Street
Fund were 0.38% and 0.84% for Class Y shares. Class A,
B, C and N shares were unchanged. After the waiver the
actual "Other Expenses" and "Total Annual Operating
Expenses" for the combined funds were 0.38% and 0.84% for
Class Y shares. Class A, B, C and N shares were
unchanged.

The management fee listed for MASP Fund is the fee
paid by the Master Fund and incurred indirectly by MASP
Fund. MASP Fund does not pay a management fee directly
to the Adviser. The Adviser has entered into a
contractual arrangement with the Master Fund to provide
that the management fee for the Master Fund, when
combined with administrative fees of certain funds that
invest in the Master Fund (other than MASP Fund), will
not exceed a specific amount. As a result of this
contractual arrangement the Adviser currently receives
management fees of 0.005% of the average daily net assets
of the Master Fund. This arrangement has a one-year term
and is renewable. Absent that contractual arrangement,
the management fee paid by the Master Fund to the Adviser
would be 0.05% of the average daily net assets of the
Master Fund.

Examples

The 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 that you invest
$10,000 in a class of shares for the time periods
indicated, 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 shown without redeeming,
according to the following examples.

12 Months Ended 3/31/03
-----------------------

MASP Fund
---------------------------------------------------------------------------------
If shares are 1 year 3 years 5 years 10 years
redeemed:
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class A $754 $1,128 $1,525 $2,634
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B $745 $1,053 $1,488 $2,4911
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C $323 $ 687 $1,177 $2,529
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N $258 $ 491 $ 847 $1,851
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class Y $272 $ 834 $1,422 $3,017
---------------------------------------------------------------------------------

MASP Fund
---------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class A $754 $1,128 $1,525 $2,634
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class B $245 $ 753 $1,288 $2,4911
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class C $223 $ 687 $1,177 $2,529
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class N $158 $ 491 $ 847 $1,851
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class Y $272 $ 834 $1,422 $3,017
---------------------------------------------------------------------------------

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 1 year 3 years 5 years 10 years
redeemed:
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
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 or Class N contingent
deferred sales charge. In the "If shares are not
redeemed" examples, the Class A expenses include the
initial sales charge, but Class B, Class C and Class N
expenses do not include the contingent deferred sales
charge.
1Class 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
MASP 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 during that
fiscal year, are set forth in Main Street Fund's Annual
Report dated as of August 31, 2002 (and with the exception
of that discussion, in its Semi-Annual Report dated
February 28, 2003), that is 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 MASP Fund and additional
information with respect to the Fund's performance during
its fiscal year ended December 31, 2002 (and the six-month
semi-annual period ended June 30, 2003), including a
discussion of factors that materially affected its
performance and relevant market conditions during that
fiscal year, is set forth in MASP Fund's Annual Report
dated as of December 31, 2002 (and with exception of that
discussion, in its Semi-Annual Report dated June 30, 2003),
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 MASP Fund."

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

The following table sets forth the capitalizations
(unaudited) of MASP 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. As of May 31,
2003 the value of the assets of MASP Fund was less than 10%
of the value of the assets of Main Street Fund.

Net
Asset
Shares
Value
Net Assets Outstanding
Per Share
MASP Fund
Class A $ 6,987,638 1,067,303 $6.55
Class B $ 4,968,222 767,594 $6.47
Class C $ 5,646,621 872,978 $6.47
Class N $13,850,376 2,127,433 $6.51
Class Y $ 819 123 $6.65
TOTAL $31,453,676 4,835,431

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 $5,834,497,014 232,122,611 $25.14
Class B $2,708,294,937 110,913,511 $24.42
Class C $1,027,151,497 42,052,064 $24.43
Class N $ 73,466,896 2,946,575 $24.93
Class Y $ 219,903,897 8,716,455 $25.23
TOTAL $9,863,314,241 396,751,217

*Reflects the issuance of 278,000 Class A shares, 203,465
Class B Shares, 231,175 Class C shares, 555,504 Class N
shares and 32 Class Y shares of Main Street Fund in a
tax-free exchange for the net assets of MASP Fund,
aggregating $31,453,676.

How have the Funds performed?

The past performance information for each Fund is set
forth below, and for earlier periods, in each fund's
respective Prospectus: (i) a bar chart detailing annual
total returns of Class A shares of each Fund as of December
31st for each of the ten most recent full calendar years
(for MASP Fund, since that Fund's inception); and (ii) a
table showing how the average annual total returns of the
Funds' shares, both before and after taxes, compare to
those of broad-based market indices. The after-tax returns
are shown for Class A shares only and are calculated using
the historical highest individual federal marginal income
tax rates in effect during the periods shown, and do not
reflect the impact of state or local taxes. In certain
cases, the figure representing "Return After Taxes on
Distributions and Sale of Fund Shares" may be higher than
the other return figures for the same period. A higher
after-tax return 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. Each Fund's
past investment performance, before and after taxes, is not
necessarily an indication of how each Fund will perform in
the future.

Annual total returns for MASP Fund (Class A) (as of
12/31/02), are as follows:

[See appendix to Prospectus and Proxy statement for data in
bar chart showing annual total returns for MASP Fund]
Sales charges and taxes are not included in the
calculations of return in this bar chart, and if those
charges and taxes were included, the returns may be less
than those shown.
For the period from 1/1/03 through 3/31/03, the cumulative
return for MASP Fund (not annualized) before taxes for
Class A shares was -3.25%. During the period shown in the
bar chart, the highest return for MASP Fund (not
annualized) before taxes for a calendar quarter was 7.71%
(4th Qtr'02) and the lowest return (not annualized) before
taxes for a calendar quarter was -17.30% (3rd Qtr'02).

Annual total returns for Main Street Fund (Class A) (as of
12/31/02), are as follows:

[See appendix to Prospectus and Proxy statement for data in
bar chart showing annual total returns for Main Street
Fund.]

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

Average annual total returns for the Funds for the periods
ended December 31, 2002 are as follows:

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

MASP Fund 1 Year Life of
Class
----------------------------------------------------------
----------------------------------------------------------
Class A Shares (inception
2/16/01) -27.62% -21.15%
Return Before Taxes -27.73% -21.21%
Return After Taxes on -16.82% -16.57%
Distributions
Return After Taxes on
Distributions and Sale of Fund
Shares
----------------------------------------------------------
----------------------------------------------------------
S&P 500 Index (reflects no
deduction for fees, expenses or -22.09% -17.14%
taxes) (from 2/28/01)
----------------------------------------------------------
----------------------------------------------------------
Class B Shares (inception -27.56% -20.91%
2/16/01)
----------------------------------------------------------
----------------------------------------------------------
Class C Shares (inception -24.54% -19.23%
2/16/01)
----------------------------------------------------------
----------------------------------------------------------
Class N Shares (inception -24.10% -17.12%
3/1/01)
----------------------------------------------------------
----------------------------------------------------------
Class Y Shares (inception -23.06% -18.29%
2/16/01)
----------------------------------------------------------
------------------------------------------------------------------------

Main Street Fund 1 Year 5 Years 10 Years
(or life of (or life of
class, class,
if less) if less)
------------------------------------------------------------------------
------------------------------------------------------------------------
Class A Shares (inception
2/3/88) -24.05% -1.70% 8.89%
Return Before Taxes -24.27% -2.68% 7.21%
Return After Taxes on -14.65% -1.25% 6.98%
Distributions
Return After Taxes on
Distributions and Sale of Fund
Shares
------------------------------------------------------------------------
------------------------------------------------------------------------
S&P 500 Index (reflects no
deduction for fees, expenses or -22.09% -0.58% 9.34%
taxes) (from 12/31/92)
------------------------------------------------------------------------
------------------------------------------------------------------------
Class B Shares (inception -24.05% -1.60% 6.98%
10/3/94)
------------------------------------------------------------------------
------------------------------------------------------------------------
Class C Shares (inception -20.80% -1.27% 6.66%
12/1/93)
------------------------------------------------------------------------
------------------------------------------------------------------------
Class N Shares (inception -20.28% N/A N/A
3/1/01)
------------------------------------------------------------------------
------------------------------------------------------------------------
Class Y Shares (inception -19.29% -0.34% 4.36%
11/1/96)
------------------------------------------------------------------------

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

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

MASP Fund 1 Year Life of
Class
---------------------------------------------------------
---------------------------------------------------------
Class A Shares (inception
2/16/01) -29.89% -16.83%
Return Before Taxes -30.00% -16.90%
Return After Taxes on -18.35% -13.23%
Distributions
Return After Taxes on
Distributions and Sale of Fund
Shares
---------------------------------------------------------
---------------------------------------------------------
S&P 500 Index (reflects no
deduction for fees, expenses or -24.75% -13.15%
taxes) (from 2/16/01)
---------------------------------------------------------
---------------------------------------------------------
Class B Shares (inception -29.92% -16.69%
2/16/01)
---------------------------------------------------------
---------------------------------------------------------
Class C Shares (inception -26.96% -15.02%
2/16/01)
---------------------------------------------------------
---------------------------------------------------------
Class N Shares (inception 3/1/01) -26.60% -14.67%
---------------------------------------------------------
---------------------------------------------------------
Class Y Shares (inception -25.08% -13.78%
2/16/01)
---------------------------------------------------------
----------------------------------------------------------------------
10 Years
Main Street Fund 1 Year 5 Years (or life of
(or life class,
of class, if less)
if less)
----------------------------------------------------------------------
----------------------------------------------------------------------
Class A Shares (inception 2/3/88)
Return Before Taxes -27.46% -4.20% 7.67%
Return After Taxes on -27.66% -5.14% 6.02%
Distributions -16.85% -3.17% 5.95%
Return After Taxes on
Distributions and Sale of Fund
Shares
----------------------------------------------------------------------
----------------------------------------------------------------------
S&P 500 Index (reflects no
deduction for fees, expenses or -24.75% -3.76% 8.53%
taxes) (from 3/31/93)
----------------------------------------------------------------------
----------------------------------------------------------------------
Class B Shares (inception -27.48% -4.12% 6.34%
10/3/94)
----------------------------------------------------------------------
----------------------------------------------------------------------
Class C Shares (inception -24.40% -3.79% 6.07%
12/1/93)
----------------------------------------------------------------------
----------------------------------------------------------------------
Class N Shares (inception 3/1/01) -23.90% -13.67% N/A
----------------------------------------------------------------------
----------------------------------------------------------------------
Class Y Shares (inception 1/1/96) -22.94% -2.89% 3.65%
----------------------------------------------------------------------
MASP Fund's average annual total returns include applicable
sales charges: for Class A shares, the current maximum
initial sales charge of 5.75%; for Class B shares, the
contingent deferred sales charge of 5% (1-year) and 3%
(life of class); and for Class C and Class N shares, the 1%
contingent deferred sales charge for the 1-year period.
There is no sales charge for Class Y shares. The returns
measure the performance of a hypothetical account and
assume that all dividends and capital gains distributions
have been reinvested in additional shares. The performance
of the Fund's Class A shares is compared to the S&P 500(R)
Index, an unmanaged index of equity securities. The index
performance includes reinvestment of income but does not
reflect transaction costs, expenses or taxes. The Fund's
investments vary from the securities in the index.

Main Street Fund's average annual total returns include
applicable sales charges: for Class A, the current maximum
initial sales charge of 5.75%; for Class B, the contingent
deferred sales charge of 5% (1-year) and 2% (5 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 any contingent
deferred sales charge and uses Class A performance for the
period after conversion. There is no sales charge on Class
Y shares. The returns measure the performance of a
hypothetical account and assume that all dividends and
capital gains distributions have been reinvested in
additional shares. The performance of the Fund's Class A
shares is compared to the S&P 500(R)Index, an unmanaged
index of U.S. equity securities. The performance of the
index includes reinvestment of income but does not reflect
transaction costs, expenses, or taxes. The Fund's
investments vary from the securities in the index.

How Has Main Street Fund Performed? - Below is a
discussion by the Manager, of Main Street Fund's
performance during its fiscal year ended August 31, 2002,
followed by a graphical comparison of Main Street Fund's
performance to an appropriate broad-based market index.

Management's Discussion of Performance - During the
fiscal year ended August 31, 2002, Main Street Fund's
performance was strongly influenced by its disciplined,
quantitative-oriented investment approach. As a result,
Main Street Fund's performance for the 12-month period was
better than those of its benchmark, the S&P 500 Index, and
the average of its peer group, the Lipper Large Cap Core
category. The statistical models developed and employed by
Main Street Fund's portfolio managers accurately suggested
that smaller stocks in the large-cap range would outperform
larger ones. Main Street Fund's bottom-up stock ranking
system accounted for approximately 80% of the Fund's excess
returns compared to the benchmark, and was most effective
within the consumer discretionary, health care and
financial sectors. Sector allocation, which is also driven
by the Fund's bottom-up stock scoring models, added the
balance of the excess relative returns by reducing exposure
to the information technology and telecommunication
services sectors and increasing exposure to energy
stocks. Main Street Fund's holdings, allocations and
management strategies are subject to change.

Comparing Main Street Fund's Performance to the
Market - The graphs that follow show the performance of a
hypothetical $10,000 investment in each class of shares of
Main Street Fund held until December 31, 2002. Class A
performance is shown for a 10 year period. For each other
class, performance is measured from inception of the class:
from October 3, 1994 for Class B, from December 1, 1993 for
Class C shares, from March 1, 2001 for Class N, and from
November 1, 1996 for Class Y shares. Main Street Fund's
performance reflects the deduction of the maximum initial
sales charge on Class A shares, the applicable contingent
deferred sales charge on Class B, Class C and Class N
shares, and reinvestment of all dividends and capital gain
distributions. Main Street Fund's performance is compared
to the performance of the S&P 500 Index, a broad-based
index of equity securities widely regarded as a general
measure of the performance of the U.S. equity securities
market. Index performance reflects the reinvestment of
dividends but does not reflect transaction costs, and none
of the data in the graphs that follow shows the effect of
taxes. Main Street Fund's performance reflects the effects
of Fund business and operating expenses. While index
comparisons may be useful to provide a benchmark for Main
Street Fund's performance, it must be noted that Main
Street Fund's investments are not limited to the securities
in the S&P 500 Index, which tend to be securities of
larger, well-capitalized companies.

Class A Shares

Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Main Street Fund (Class A) and S&P 500 Index.

[Line Graph]

Date Value of Investment in S&P 500 Index
Fund
06/30/1992 9,425 10,000
09/30/1992 9,699 10,315
12/31/1992 12,324 10,834
03/31/1993 13,332 11,306
06/30/1993 13,797 11,361
09/30/1993 15,768 11,653
12/31/1993 16,684 11,923
03/31/1994 16,643 11,472
06/30/1994 15,774 11,520
09/30/1994 16,695 12,082
12/31/1994 16,429 12,080
03/31/1995 17,729 13,255
06/30/1995 19,011 14,518
09/30/1995 20,671 15,671
12/31/1995 21,484 16,614
03/31/1996 22,690 17,505
06/30/1996 23,243 18,290
08/31/1996 22,487 17,852
11/30/1996 25,335 20,839
02/28/1997 26,215 21,872
05/31/1997 27,679 23,584
08/31/1997 29,478 25,104
11/30/1997 30,839 26,778
02/28/1998 33,313 29,524
05/31/1998 35,153 30,814
08/31/1998 30,562 27,142
11/30/1998 36,575 33,120
02/28/1999 38,850 35,358
05/31/1999 41,081 37,295
08/31/1999 42,365 37,947
11/30/1999 43,431 40,040
02/29/2000 43,655 39,504
05/31/2000 45,994 41,200
08/31/2000 49,883 44,135
11/30/2000 41,545 38,348
02/28/2001 40,038 36,267
05/31/2001 41,146 36,854
08/31/2001 37,485 33,377
11/30/2001 37,380 33,665
02/28/2002 37,095 32,819
05/31/2002 37,153 31,755
08/31/2002 32,648 27,373

Class B Shares

Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Main Street Fund (Class B) and S&P 500 Index.

[Line Graph]

alue of Investment in
Date V Fund S&P 500 Index
10/03/1994 10,000 10,000
12/31/1994 9,846 9,998
03/31/1995 10,599 10,971
06/30/1995 11,341 12,017
09/30/1995 12,305 12,971
12/31/1995 12,766 13,751
03/31/1996 13,459 14,489
06/30/1996 13,762 15,138
08/31/1996 13,293 14,776
11/30/1996 14,951 17,248
02/28/1997 15,439 18,103
05/31/1997 16,273 19,521
08/31/1997 17,297 20,778
11/30/1997 18,063 22,164
02/28/1998 19,473 24,437
05/31/1998 20,505 25,505
08/31/1998 17,792 22,466
11/30/1998 21,259 27,414
02/28/1999 22,540 29,265
05/31/1999 23,787 30,869
08/31/1999 24,485 31,408
11/30/1999 25,056 33,141
02/29/2000 25,129 32,697
05/31/2000 26,428 34,101
08/31/2000 28,607 36,530
11/30/2000 23,811 31,741
02/28/2001 22,947 30,018
05/31/2001 23,582 30,504
08/31/2001 21,484 27,626
11/30/2001 21,424 27,864
02/28/2002 21,260 27,164
05/31/2002 21,294 26,283
08/31/2002 18,712 22,657

Class C Shares

Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Main Street Fund (Class C) and S&P 500 Index.

[Line Graph]

alue of Investment in
Date V Fund S&P 500 Index
12/01/1993 10,000 10,000
12/31/1993 10,467 10,121
03/31/1994 10,415 9,738
06/30/1994 9,856 9,778
09/30/1994 10,412 10,256
12/31/1994 10,225 10,254
03/31/1995 11,011 11,251
06/30/1995 11,790 12,324
09/30/1995 12,791 13,302
12/31/1995 13,269 14,103
03/31/1996 13,993 14,859
06/30/1996 14,308 15,525
08/31/1996 13,825 15,153
11/30/1996 15,544 17,689
02/28/1997 16,056 18,566
05/31/1997 16,917 20,020
08/31/1997 17,982 21,309
11/30/1997 18,782 22,731
02/28/1998 20,254 25,061
05/31/1998 21,326 26,157
08/31/1998 18,505 23,040
11/30/1998 22,105 28,114
02/28/1999 23,437 30,013
05/31/1999 24,740 31,658
08/31/1999 25,460 32,211
11/30/1999 26,055 33,988
02/29/2000 26,137 33,533
05/31/2000 27,481 34,972
08/31/2000 29,754 37,463
11/30/2000 24,733 32,552
02/28/2001 23,793 30,785
05/31/2001 24,402 31,283
08/31/2001 22,192 28,332
11/30/2001 22,086 28,576
02/28/2002 21,875 27,858
05/31/2002 21,867 26,955
08/31/2002 19,178 23,236

Class N Shares

Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Main Street Fund (Class N) and S&P 500 Index.

[Line Graph]

alue of Investment in
Date V Fund S&P 500 Index
03/01/2001 10,000 10,000
05/31/2001 10,259 10,162
08/31/2001 9,339 9,203
11/30/2001 9,307 9,283
02/28/2002 9,229 9,049
05/31/2002 9,235 8,756
08/31/2002 8,031 7,548

Class Y Shares

Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Main Street Fund (Class Y) and S&P 500 Index.

[Line Graph]

alue of Investment in
Date V Fund S&P 500 Index
11/01/1996 10,000 10,000
11/30/1996 10,623 10,755
02/28/1997 11,007 11,288
05/31/1997 11,632 12,172
08/31/1997 12,398 12,957
11/30/1997 12,976 13,821
02/28/1998 14,025 15,238
05/31/1998 14,804 15,904
08/31/1998 12,879 14,009
11/30/1998 15,418 17,094
02/28/1999 16,375 18,249
05/31/1999 17,333 19,249
08/31/1999 17,882 19,585
11/30/1999 18,339 20,666
02/29/2000 18,443 20,389
05/31/2000 19,432 21,264
08/31/2000 21,101 22,779
11/30/2000 17,583 19,792
02/28/2001 16,949 18,718
05/31/2001 17,422 19,021
08/31/2001 15,877 17,226
11/30/2001 15,843 17,375
02/28/2002 15,728 16,939
05/31/2002 15,763 16,389
08/31/2002 13,854 14,128

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 - Under Main Street
Fund's investment advisory agreement (the "Main Street
Advisory Agreement"), the Fund pays the Manager an advisory
fee at an annual rate that declines on additional assets as
the Fund grows.

Pursuant to the Investment Management Agreement
between the Adviser and the Master Fund (the "Master Fund
Advisory Agreement"), the management fees received by the
Adviser of MASP Fund and paid indirectly by MASP Fund are
described below.

-------------------------------------------------------------------------------------
MASP Fund Main Street Fund
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
As a result of a contractual agreement 0.65% of the first $200 million of
described below, the Adviser currently average annual net assets,
receives management fees of 0.005% of 0.60% of next $150 million,
average daily net assets of the Master 0.55% of the next $150 million,
Fund. MASP Fund invests all of its assets 0.45% of the average annual net assets
in shares of the Master Fund. in excess of $500 million.
Accordingly, all portfolio management
occurs at the level of the Master Fund.
The Master Fund has entered into an
investment management agreement with the
Adviser. The Adviser is entitled to
receive a monthly management fee at the
annual contractual rate of 0.05% of the
average daily net assets of the Master
Fund. The Adviser has entered into a
contractual arrangement with the Master
Fund that provides that the management
fee for the Master Fund, when combined
with administration fees of certain funds
that invest in the Master Fund (other
than MASP Fund), will not exceed a
specific amount.
-------------------------------------------------------------------------------------

As indicated in the table below, the management fee
for MASP Fund for the twelve months ended March 31, 2003
was an annual rate of 0.005% of the average daily net
assets of the Master Fund. 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 plan fees for both Funds
were substantially similar.

Annual Fund Operating Expense Table
For the 12 Months Ended March 31, 2003
(as a percentage of average daily net assets)
-----------------------------------------------------------------------------------
MASP Fund Main Street Fund Combined Pro Forma
Class A Class A Class A
Shares Shares Shares
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Management Fees 0.005% 0.46% 0.46%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Distribution and/or 0.24% 0.25% 0.25%
Service (12b-1) Fees
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Other Expenses 1.62% 0.28% 0.28%
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Total Annual 1.865% 0.99% 0.99%
Operating Expenses
-----------------------------------------------------------------------------------
"Other Expenses" include transfer agent fees administrative
fees and custodial, accounting and legal expenses the Funds
pay. This chart is for illustrative purposes only. The
management fee listed for MASP Fund is the fee paid by the
Master Fund and incurred indirectly by MASP Fund. MASP
Fund does not pay a management fee directly to the
Adviser. The Adviser has entered into a contractual
arrangement with the Master Fund to provide that the
management fee for the Master Fund, when combined with
administrative fees of certain funds that invest in the
Master Fund (other than MASP Fund), will not exceed a
specific amount. As a result of this contractual
arrangement the Adviser currently receives management fees
of 0.005% of the average daily net assets of the Master
Fund. This arrangement has a one-year term and is
renewable. Absent that contractual arrangement, the
management fee paid by the Master Fund to the Adviser would
be 0.05% of the average daily net assets of the Master
Fund.

The net assets under management for Main Street Fund
on March 31, 2003 were $9,831,860,567, as compared to
$31,453,676 for MASP Fund. Effective upon the Closing of
the Reorganization, the management fee rate for the
surviving 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" and
"Total Annual Operating Expenses" of the surviving Fund are
expected to be substantially less than the "Other Expenses"
and "Total Annual Operating Expenses" of MASP 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., located at 111 Wall Street, New York,
NY 10005, acts as custodian of the securities and other
assets of both Funds.

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 service plans under Rule 12b-1
under the Investment Company Act for their Class A shares
and distribution and service plans under Rule 12b-1 for
their Class B, Class C and Class N shares. The 12b-1 fees
for Class A shares of both MASP Fund and Main Street Fund
are service plan fees which are a maximum of 0.25% of
average annual net assets of Class A shares. The 12b-1
fees for the other classes of both Funds are Distribution
and Service plan fees which include a service fee of 0.25%
of average annual net assets for Class B, Class C and Class
N shares and an asset-based sales charge of 0.75% of
average annual net assets for Class B and Class C shares
and 0.25% of average annual net assets for Class N shares.

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 nearly 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. Both Funds may realize capital gains on the
sale of portfolio holdings. If they do, they will make
distributions out of any short-term or long-term capital
gains in December of each year.

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 MASP FUND
AND MAIN STREET FUND?

As with most investments, investments in Main Street
Fund and MASP 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 either directly or indirectly in
stocks, the value of each Fund's portfolio will be affected
by changes in the 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. MASP Fund invests all of its
assets in shares of the Master Fund and will therefore be
vulnerable to the effects of economic changes that affect
shares of the Master Fund.

MASP Fund also can invest in derivatives for the
management of cash balances as well as to increase or
decrease its exposure to the S&P 500 quickly. If the
issuer of a derivative does not pay the amount due, the
Fund could lose money on the investment. Also, if the
derivative or the underlying security does not perform as
expected, the Fund's share price could fall. MASP Fund may
also invest in short sales which may involve risk.

In addition, MASP Fund is "non-diversified" which
means that compared to funds that are diversified, it can
invest a greater portion of its net assets in the
securities of one issuer, such as the Master Fund which is
also a non-diversified fund to the extent it invests more
than 5% of its assets in one security in replicating the
holdings of the S&P 500 Index. As such, MASP Fund carries
the risks of non-diversification and is vulnerable to the
effects of economic changes that affect securities held by
the Master Fund.

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

REASONS FOR THE REORGANIZATION

At a meeting of the Board of Trustees of MASP Fund
held April 28, 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
MASP Fund is a relatively smaller fund with approximately
$31,453,676 in net assets as of March 31, 2003. The Board
anticipates that MASP 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 MASP Fund would become shareholders of a
larger fund that is anticipated to have lower overall
operating expenses than MASP Fund. There can be no
assurances that lower operating expenses will continue into
the future. Economies of scale may benefit shareholders of
MASP Fund.

The Board reviewed the investment objective of both
Funds. MASP Fund seeks to match the performance of the S&P
500 Index as closely as possible before the deduction of
Fund expenses. Main Street Fund seeks high total return.
Additionally, the Board considered that both Funds invest
either directly or indirectly in a variety of securities.
Main Street Fund invests in common stocks of U.S. companies
of different capitalization ranges, presently focusing on
large capitalization issues. MASP Fund invests all of its
assets in the Master Fund that has the same goals as the
Fund. The Master Fund invests at least 80% of its net
assets (plus borrowings for investment purposes) in
securities or other financial instruments, in or correlated
with, the S&P 500 Index. The Board noted that each Fund is
designed for long-term investors. The investment
strategies and policies are in general similar, though
there are some differences noted below under "How do the
investments policies of the Funds compare."

The Board considered that Main Street Fund's
performance has been better that that of MASP Fund.

The Board also considered that the procedures for
purchases, exchanges and redemptions of shares of both
Funds are very similar 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 MASP Fund's
participation in the transaction is in the best interests
of the Fund and its shareholders, notwithstanding that the
lower pro forma expenses of the combined funds (relative to
MASP Fund) and the historically better performance of Main
Street Fund are subject to change, and that the
Reorganization would not result in a dilution of the
interests of existing shareholders of MASP Fund.

After consideration of the above factors, and such
other factors and information as the Board of MASP Fund
deemed relevant, the Board, including the Trustees who are
not "interested persons" (as defined in the Investment
Company Act) of either MASP 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 MASP 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 Directors, unanimously
approved the Reorganization and the Reorganization
Agreement.

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

INFORMATION ABOUT THE REORGANIZATION

This is only a summary of the material terms 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 MASP Fund approve the
Reorganization Agreement, the Reorganization will take
place after various conditions are satisfied by MASP Fund
and Main Street Fund, including delivery of certain
documents. The Closing Date is presently scheduled for
October 17, 2003 and the Valuation Date is presently
scheduled for October 16, 2003.

If shareholders of MASP Fund approve the
Reorganization Agreement, MASP Fund will deliver to Main
Street Fund substantially all of its net assets on the
Closing Date. In exchange, shareholders of MASP 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 MASP Fund to Main Street
Fund. MASP Fund will then be liquidated and its
outstanding shares will be cancelled. The stock transfer
books of MASP Fund will permanently be 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 MASP Fund. Redemption requests received
after that time will be considered requests to redeem
shares of Main Street Fund.

Shareholders of MASP 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 MASP Fund at net asset value on the
Valuation Date, after MASP Fund subtracts a cash reserve,
and to 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 MASP
Fund, which is deemed sufficient in the discretion of the
Board for the payment of the Fund's outstanding debts,
taxes and expenses of liquidation. The cash reserve will
consist of approximately $42,000 cash. This amount of cash
reserve is reflected in the pro forma presentation of net
asset value. Any debts paid out of the cash reserve will be
those debts, taxes or expenses of liquidation incurred by
the MASP Fund on or before the Closing Date. Main Street
Fund is not assuming any debts of MASP Fund except debts
for unsettled securities transactions and outstanding
dividend and redemption checks. MASP Fund will recognize
capital gains or losses on any sales of portfolio
securities made prior to the Reorganization. The sales
contemplated in the Reorganization are anticipated to be in
the ordinary course of business of MASP Fund's activities.

Under the Reorganization Agreement, within one year
after the Closing Date, MASP 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 MASP 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 MASP Fund shares outstanding on the Valuation
Date. In order to qualify for this rebate, it is not
necessary for a shareholder of MASP Fund to continue to
hold shares of the combined entity after the Closing Date.
If the cash reserve is insufficient to satisfy any of MASP
Fund's liabilities, the Manager will assume responsibility
for any such unsatisfied liability. Within one year after
the Closing Date, MASP Fund will complete its liquidation.

Under the Reorganization Agreement, either MASP 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
MASP 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 MASP Fund.
Those printing costs and mailing costs are estimated to be
$14,686 and $4,772, respectively. 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.
The approximate cost of the Reorganization is __________
for MASP Fund.

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 MASP Fund and Main Street
Fund, it is expected to be the opinion of Deloitte & Touche
LLP, tax advisor to MASP Fund, that shareholders of MASP
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 MASP Fund's assets. In addition, neither Fund
is expected to recognize a gain or loss as a result of the
Reorganization. If this type of tax opinion is not
forthcoming, by the Closing Date, the Fund may still choose
to go forward with the Reorganization, pending
re-solicitation of shareholders and shareholder approval.

Immediately prior to the Valuation Date, MASP Fund
will pay a dividend which will have the effect of
distributing to MASP Fund's shareholders all of MASP 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 MASP 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 each Fund?

The rights of shareholders of both Funds are
substantially the same. Main Street Fund is organized as a
Maryland Corporation and MASP Fund is organized as a
Massachusetts business trust. The Articles of
Incorporation/Declarations of Trust and By-Laws are
substantially similar with respect to voting rights for the
election of Directors/Trustees, and rights for mergers,
liquidations and distributions, and redemptions.
Shareholders of Main Street Fund have voting rights that
are greater on certain significant matters that
shareholders of MASP Fund do not have. Class A, Class B,
Class C, Class N and Class Y shares of Main Street Fund
will be distributed to shareholders of Class A, Class B,
Class C, Class N and Class Y shares of MASP 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. MASP Fund's
Declaration of Trust contains an express disclaimer of
shareholder or Director/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.
The Articles of Incorporation of Main Street Fund has no
similar provision because shareholders of a Maryland
corporation, as such, have no similar liability for
corporate 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 Class A shares of MASP Fund holding
certificates representing their shares will not be required
to surrender their certificates in connection with the
Reorganization. However, former Class A shareholders of
MASP 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 certificates for the exchanged
MASP Fund have been returned to the Transfer Agent.
Shareholders of Class B, Class C, Class N and Class Y
shares of MASP Fund do not have certificates representing
their shares. Their shares will be cancelled.

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

COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES

This section describes key investment policies of
MASP Fund and Main Street Fund, and certain noteworthy
differences between the investment objectives and policies
of the two Funds. For a complete description of Main
Street Fund's investment policies and risks, please review
its prospectus and Statement of Additional Information
dated October 23, 2002, as supplemented April 30, 2003.
That prospectus is attached to this Prospectus and Proxy
Statement as an enclosure and is incorporated herein by
reference.

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

In considering whether to approve the Reorganization,
shareholders of MASP Fund should consider the differences
in investment objectives, policies and risks of the Funds.
Additional information about both Funds is set forth in
their respective Statements of Additional Information and
Annual Reports, which may be obtained upon request to the
Transfer Agent. See "Information about MASP Fund" and
"Information about Main Street Fund."

MASP Fund and Main Street Fund under normal market
conditions invest their assets in similar ways. MASP
Fund's investment objective is to seek to match the
performance of the S&P 500 Index as closely as possible
before the deduction of Fund expenses, and it may also
invest in securities not included in the S&P 500 Index and
derivative securities to attempt to economically
approximate the S&P 500 Index. Main Street Fund's
investment objective is to seek high total return, but its
investment objective allows for more investment flexibility
across different capitalization ranges. The Fund invests
mainly in common stocks of U.S. companies of different
capitalization ranges, presently focusing on large
capitalization issuers. It can buy debt securities, such
as bonds and debentures, but does not currently emphasize
these investments. This is further explained in "How Do
the Investment Policies of the Funds Compare?" below.

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 or the
Advisor will cause the respective 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?

Although Main Street Fund currently focuses on the
stocks of large-capitalization issuers, the Fund can invest
in the stocks of U.S. companies of different capitalization
ranges. In contrast, through its master/feeder structure,
MASP Fund invests all of its assets in the Master Fund that
has the same goals as the Fund. All investments are made
by the Master Fund. MASP Fund invests, through the Master
Fund, mainly in the 500 stocks that make up the S&P 500
Index. Furthermore, MASP Fund invests in all 500 stocks in
the S&P 500 Index in roughly the same proportions as their
weightings in the S&P 500 Index. In selecting securities
for Main Street Fund, Main Street Fund's portfolio managers
use an investment process that combines quantitative
models, fundamental research about particular securities
and individual judgment. In contrast, MASP Fund employs a
passive approach to investing and does not attempt to buy
or sell securities based on economic, financial or market
analysis.

Main Street 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. Main Street Fund cannot
invest 25% or more of its total assets in securities of
issuers in any particular industry. Similiarly, MASP Fund
cannot invest more than 25% of its total assets in
securities of issuers in any particular industry. However,
in replicating the weighting of a particular industry in
S&P 500 Index, MASP Fund may invest more than 25% of its
total assets in securities of issues in that industry.

Risks of Non-Diversification. MASP is
"non-diversified." That means that compared to funds that
are diversified, MASP Fund can invest a greater portion of
its net assets in the securities of one issuer, such as the
Master Fund. As such, MASP Fund is vulnerable to the
effects of economic changes that affect shares of the
Master Fund. In contrast, Main Street Fund is diversified
and is not subject to risks of non-diversification.

Illiquid and Restricted Securities. Both Funds limit
the amount of assets that they invest in illiquid and
restricted securities. 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 and
MASP Fund will not invest more than 15% of its net assets
in illiquid or 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. Certain restricted securities
that are eligible for resale to qualified institutional
purchasers may not be subject to those limits. The
respective Manager or Adviser monitors holdings of illiquid
securities on an ongoing basis to determine whether to sell
any holdings to maintain adequate liquidity.

Foreign Investing. Both Funds can invest without
limit in foreign securities. However, Main Street Fund
currently does not plan to invest significant amounts of
its assets in foreign securities. While foreign securities
may offer special investment opportunities, they are
subject to special risks that can reduce the Funds' share
prices and returns. For example, one of the risks of
investing in foreign securities is 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.

Special Risks of Emerging Markets. Both Funds can
invest in emerging market securities. Securities in
emerging and developing markets present risks not found in
more mature markets. Emerging and developing markets may
also offer special opportunities for growth investing but
have greater risks than more developed foreign markets,
such as those in Europe, Canada, Australia, New Zealand and
Japan. There may be less liquidity in their securities
markets, and settlements of purchases and sales of
securities may be subject to additional delays. They are
subject to greater risks of limitations on the repatriation
of income and profits because of currency restrictions
imposed by local governments. Those countries may also be
subject to the risk of greater political and economic
instability, which can greatly affect the volatility of
prices of securities in those countries. Economies of
developing countries may be more dependent on relatively
few industries that may be highly vulnerable to local and
global changes. These investments may be very
speculative.

Derivative Investments. Both Funds can invest in a
number of different kinds of "derivative" investments,
although neither Fund is required to use derivative
investments in seeking its objective. In general terms, a
derivative investment is an investment contract whose value
depends on (or is derived from) the value of an underlying
asset, interest rate or index. Options, futures contracts,
structure notes such as indexed securities or inverse
securities, collateralized mortgage obligations ("CMOs")
and hedging instruments are "derivative instruments" Main
Street Fund can use. Options and futures contracts and
short sales in connection therewith may be considered
derivative investments for MASP Fund used to link to the
performance of the S&P 500 Index. MASP Fund may also use
anticipatory hedging and options and futures for
liquidity. Main Street Fund might use other derivative
investments because they offer the potential for increased
income and principal value.

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

For both Funds, certain types of investments or
trading strategies (such as borrowing money to increase the
amount of investment) may be subject to leverage risk.
This means a relatively small market movement may result in
large changes in the value of an investment. Certain
investments or trading strategies that involve leverage can
result in losses that greatly exceed the amount originally
invested. Derivatives may be difficult or impossible to
sell at the time that the seller would like or at the price
that the seller believes the security is currently worth.

Hedging. Both Funds can buy and sell futures
contracts and put and call options although neither Fund is
required to use hedging instruments to seek its objective.
Main Street Fund may also enter into forward contracts and
options on futures and securities indices. These are all
referred to as "hedging instruments." The Funds have
limits on their use of hedging and types of hedging
instruments that can be used, and do not use them for
speculative purposes.

Only MASP Fund may use derivatives for anticipatory
hedging. Anticipatory hedging is a strategy in which the
Fund uses a derivative to offset the risk that securities
in which the Fund intends to invest will increase in value
before the Fund has an opportunity to purchase the
securities. The Fund will use derivatives for anticipatory
hedging in order to gain exposure efficiently to its
underlying indices or market segments in the event the Fund
receives cash inflows. Derivatives may not always be
available or cost efficient. If the Fund invests in
derivatives, the investments may not be as effective as a
hedge against price movements.

Some of these strategies could be used to hedge the
Funds' portfolio against price fluctuations. Other hedging
strategies, such as buying futures and call options, could
increase the Funds' exposure to the securities market.
Forward contracts can be used to try to manage foreign
currency risks on Main Street Fund's foreign investments.

There are also special risks in particular hedging
strategies. Options trading involves the payment of
premiums, has special tax effects on the Funds and can
increase portfolio turnover. If the Adviser for MASP Fund
and the Manager for Main Street Fund use a hedging
instrument at the wrong time or judged market conditions
incorrectly, the hedge might fail and the strategy could
reduce the Funds' return. Both Funds could also experience
losses if the prices of their futures and options positions
are not correlated with their other investments or if they
could not close out a position because of an illiquid
market.

Portfolio Turnover. Main Street Fund can engage in
active and frequent trading to achieve its objective and
may have a high turnover rate (for example, over 100%). In
contrast, because MASP Fund employs a passive investment
approach, it is anticipated that its portfolio turnover and
trading costs will be lower than "actively" managed funds.
"Portfolio turnover" describes the rate at which a fund
traded its portfolio securities during its last fiscal
year. Increased portfolio turnover increases brokerage
costs the Fund pays. If either Fund realizes capital gains
when it sells its portfolio investments, generally it must
pay out those gains to shareholders, increasing
non-retirement plan or non-IRA or non-education savings
account shareholders' taxable distributions.

Investing in Small, Unseasoned Companies. Main
Street Fund can invest in securities of small, unseasoned
companies. However, the Fund does not intend to invest
more than 5% of its net assets in those securities. Small,
unseasoned companies that have been in operation for less
than three (3) 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
Funds 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. These are more speculative securities and can
increase the Fund's overall portfolio risks.

Repurchase Agreements. Both Funds can acquire
securities subject to repurchase agreements. Main Street
Fund will not enter in a repurchase agreement that causes
more than 10% of its net assets to be subject to repurchase
agreements having a maturity beyond seven (7) days. As
such, repurchase agreements having a maturity beyond seven
days are subject to the Funds' limits on holding illiquid
investments. MASP Fund may not invest more than 15% of its
net assets in repurchase agreements maturing in more than
seven (7) days together with all other illiquid
investments. There is no limit on the amount of the Funds'
net assets that may be subject to repurchase agreements
having maturities of seven days or less.

In a repurchase transaction, the Funds buy a security
from, and simultaneously resell 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 Main Street
Fund's Manager, and MASP Fund's Adviser, 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.

Loans of Portfolio Securities. Both Funds can lend
their portfolio securities to certain types of eligible
borrowers approved by the Board of each Fund to raise cash
for liquidity purposes. For Main Street Fund, these loans
are limited to not more than 25% of the Fund's total assets
and for MASP Fund, not more than 33 1/3% of the Fund's
total assets. Main Street Fund currently does not intend
to engage in loans of securities. MASP Fund may engage in
loans of securities, but if it does so such loans will not
likely exceed 5% of its total assets.

There are some risks in connection with securities
lending. The Funds must receive collateral for loans. As
a result, the Funds 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.

When the Funds lend securities, they receive amounts
equal to the dividends or interest on loaned securities.
They also receive 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. Any of these types of interest may
be shared with the borrower. The Funds may also pay
reasonable finder's, custodian and administrative fees in
connection with these loans. The terms of the Funds' loans
must meet applicable tests under the Internal Revenue Code
and must permit the Fund to reacquire loaned securities on
five (5) days' notice or in time to vote on any important
matter.

Temporary Defensive and Interim Investments. Only
Main Street Fund engages in temporary defensive and interim
investments. In times of adverse or unstable market,
economic or political conditions, Main Street Fund can
invest up to 100% of its assets in temporary defensive
investments that are inconsistent with the Fund's principal
investment strategies. These would be money market
instruments, U.S. government securities, highly-rated
commercial paper, or repurchase agreements. The Fund might
also hold these types of securities pending the investment
of proceeds from the sale of Fund's 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.

What are the fundamental investment restrictions of the
Funds?

Both MASP Fund and Main Street Fund have certain
investment restrictions that are fundamental policies,
changeable only by shareholder approval. Main Street
Fund's investment objective is a fundamental policy while
MASP Fund's investment objective is a non-fundamental
policy. As such, MASP Fund's investment objective may be
changed by the Board with 60 days notice to shareholders,
but without shareholder approval. Except for those
investment restrictions identified as such below,
generally, the investment restrictions are similar between
the Funds.

|_| Unlike MASP Fund, Main Street Fund is a
diversified fund. As such, Main Street Fund
can not 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 or securities of
other investment companies.
|_| Neither Fund can invest in physical
commodities or physical commodity contracts.
However, the Funds can buy and sell hedging
instruments to the extent specified in their
Prospectuses and Statements of Additional
Information from time to time. Main Street
Fund can also buy and sell options, futures,
securities or other instruments backed by, or
the investment return from which, is linked to
changes in the price of, physical commodities.
|_| Neither Fund can make loans, except under
certain circumstances. Main Street Fund cannot
make loans except (a) through lending of
securities, (b) through the purchase of debt
instruments, loan participations or similar
evidences of indebtedness, (c) through an
inter-fund lending program with other
affiliated funds, and (d) through repurchase
agreements. MASP Fund may not make loans to
other persons, except that the acquisition of
bonds, debentures or other corporate debt
securities and investment in government
obligations, commercial paper, pass-through
instruments, certificates of deposit, bankers'
acceptances, repurchase agreements or any
similar instruments shall not be deemed to be
the making of a loan, and except further that
the Fund may lend its portfolio securities,
provided that the lending of portfolio
securities may be made only in accordance with
applicable law and the guidelines set forth in
the Fund's Registration Statement, as it may be
amended from time to time.
|_| Neither Fund can concentrate investments.
As such, Main Street Fund cannot invest 25% or
more and MASP Fund cannot invest more than 25%
of their total assets in companies in any one
industry (excluding investments in the U.S.
Government and its agencies and
instrumentalities). For MASP Fund, in
replicating the weighting of a particular
industry in its target index, the Fund may
invest more than 25% of its total assets in
securities of issuers in that industry when the
assets of companies included in the target
index that are in the industry represent more
than 25% of the total assets of all companies
included in the index.
|-|
Neither Fund can underwrite securities of other
companies. A permitted exception is in case
they are deemed to be underwriters under the
Securities Act of 1933 when reselling any
securities held in their own portfolio.
|_| Neither Fund can invest in real estate or in
interests in real estate.
Both Funds may purchase securities of companies
holding real estate or interests in real estate.
|_| Neither Fund can issue "senior securities".
However, that restriction does not prohibit the
Funds from borrowing money subject to the
provisions set forth in their Statements of
Additional Information, or from entering into
margin, collateral or escrow arrangements
permitted by their other investment policies.
|_| Neither Fund can borrow money in excess of 33 1/3% of
the value of its total assets. Main Street
Fund may borrow only from banks and/or
affiliated investment companies. Furthermore,
Main Street 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. MASP Fund may borrow
only from banks and (i) may borrow up to an
additional 5% of its total assets for temporary
purposes (ii) may obtain such short term credit
as may be necessary for the clearance of
purchases and sales of portfolio securities and
(iii) may purchase securities on margin to the
extent permitted by applicable law.
|_| MASP Fund cannot invest in the securities issued by
any company for the purpose of exercising
control or management of that company.

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

Investment Management - Pursuant to the Main Street Fund
Advisory Agreement, the Manager acts as the investment
advisor for Main Street Fund. MASP Fund invests all of its
assets in shares of a Master Fund. Accordingly, MASP Fund
does not invest directly in portfolio securities and all
portfolio management occurs at the level of the Master
Fund. The Master Fund has entered into an investment
management agreement with Fund Asset Management, L.P.,
doing business as Mercury Advisors, as Adviser (the "Master
Fund Advisory Agreement"). Under the Main Street Fund
Advisory Agreement and the Master Fund Advisory Agreement,
the Manager or Adviser is authorized and directed to (i)
regularly provide investment advice and recommendations to
each Fund with respect to the Fund's investments,
investment policies and the purchase and sale of securities
and other investments; (ii) supervise and monitor the
investment program of each Fund and the composition of its
portfolio to determine what securities and other
investments shall be purchased or sold by the Fund; and
(iii) arrange for the purchase of securities and other
investments for each Fund and the sale of securities and
other investments held in the portfolio of the Fund.

The advisory agreements state that the Manager or
Adviser 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. The administrative services to
be provided by the Manager or Adviser under the advisory
agreements will be at its own expense.

Expenses not expressly assumed by the Manager or
Adviser under the advisory agreements or by the Distributor
under the General Distributor's Agreement are paid by the
Funds. The advisory agreements list examples of expenses
paid by the Funds, the major categories of which related 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.

Main Street Fund's Advisory Agreement generally
provides 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
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 the 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 Main Street
Fund, the Manager may withdraw the right of the Fund to use
the name "Oppenheimer" as part of its name.

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 (and its subsidiaries and
controlled affiliates) managed more than $120 billion in
assets as of March 31, 2003, including other Oppenheimer
funds with more than 7 million shareholder accounts. The
Manager is located at 498 Seventh Avenue, New York 10018.
The Adviser is organized as a limited partnership, the
partners of which are Merrill Lynch & Co., Inc., a
financial services holding company and the parent of
Merrill Lynch and Princeton Services, Inc. Merrill Lynch &
Co., Inc. and Princeton Services are "controlling persons"
of the Adviser as defined under the Investment Company Act
because of their ownership of its voting securities and
their power to exercise a controlling influence over its
management or policies. OppenheimerFunds Services, a
division of the Manager, acts as transfer and shareholder
servicing agent and is paid an annual per account fee by
each of MASP Fund and Main Street Fund and by 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 both Funds,
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 of the
respective Funds. Under the 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.

Purchases and Redemptions - Both Funds are part of
the OppenheimerFunds family of mutual funds. Shares of
MASP Fund are offered for sale only to retirement plans.
The procedures for purchases, exchanges and redemptions of
shares of the Funds are nearly identical; however, for MASP
Fund, not only can shares be redeemed by mail and
telephone, buy by wire as well. 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. Class
B shares of the Funds are sold without a front-end sales
charge but investors will pay an annual asset-based sales
charge. If investors sell their shares within six years
from the beginning of the calendar month of their purchase,
they will normally pay a CDSC. 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
investors will pay an annual asset-based sales charge, and
if redeemed within 12 months of buying them, a CDSC of 1%
will be deducted from the redemption proceeds. Class N
shares (available only through certain retirement plans)
are purchased without an initial sales charge, but
investors will pay an annual asset-based sales charge, and
if redeemed within 18 months of the retirement plan's first
purchase of Class 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 MASP Fund shares exchanged for
Main Street Fund shares as a result of the Reorganization.
However, any CDSC that applies to MASP 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, (ix) telephone and Internet redemption
and exchange privileges, and (x) for MASP Fund only, wire
redemptions of fund shares (for a fee). 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 declare
dividends separately for each class of shares from net
investment income on an annual basis and pay those
dividends to shareholders in December on a date selected by
the Board of each Fund. Dividends 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 shares. Both
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 either 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 MASP 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 MASP 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 represented
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 MASP 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 three (3) different ways:

o By mail, with the enclosed proxy card
o In person at the Meeting
o By telephone (please see the insert for instructions)

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.

Votes may also be recorded by telephone.
Shareholders must enter a unique control number found on
their respective proxy ballots before providing voting
instructions by telephone. After a shareholder provides his
or her voting instructions, those instructions are read
back to the shareholder and the shareholder must confirm
his or her voting instructions before disconnecting the
telephone call. The voting procedures used in connection
with telephone voting are designed to reasonably
authenticate the identity of shareholders, to permit
shareholders to authorize the voting of their shares in
accordance with their instructions and to confirm that
their instructions have been properly recorded.

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 MASP Fund at
6803 South Tucson Way, Centennial, Colorado 80112 (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 MASP 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 as
attorneys-in-fact to vote proxies in accordance with their
judgment in such matters.

Who is entitled to vote?

Shareholders of record of MASP Fund at the close of
business on July 29, 2003 (the "record date") will be
entitled to vote at the Meeting. On July 29, 2003, there
were ________ outstanding shares of MASP Fund, consisting
of ______ Class A shares, _______ Class B shares, _______
Class C shares, ________ Class N shares and _______ Class Y
shares. On July 29, 2003, 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.
Under relevant state law, proxies representing abstentions
and broker non-votes will be included for purposes of
determining whether a quorum is present at the Meeting.
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. For purposes of the
Meeting, more than 50% of the 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?

MASP 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 solicitation by mail, officers of MASP Fund or
offices 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
MASP Fund's expense. If a proxy solicitation firm is
hired, it is anticipated that the cost of engaging a proxy
solicitation firm would not exceed $5,000, 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.

The Manager and the Board of Directors for Main
Street Fund believe the shareholders of Main Street Fund
will benefit from the proposed merger by acquiring
securities without transaction costs that Main Street Fund
would otherwise want to acquire for its portfolio and by
adding a shareholder account base that will present
additional marketing opportunities to Main Street Fund.
Nonetheless, the Board asked the Manager whether it would
be willing to absorb Main Street Fund's portion of the
solicitation costs in light of the relatively small amount
of assets and shareholder accounts that Main Street Fund
would acquire as a result of the reorganization. While the
estimated reorganization costs are anticipated to be only
slightly greater than the cost of acquiring MASP Fund's
securities on the open market using reasonable estimates
(that could ultimately be more or less than estimated), the
Manager agreed to absorb Main Street Fund's portion of the
reorganization costs in order to avoid any possibility of
dilution of the interests of Main Street Fund's
shareholders. Those costs are estimated to be $____________.

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 Valuation 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 (File No.
811-5360) is included in Main Street Fund's Prospectus
dated October 23, 2002 as supplemented April 30, 2003,
which is attached to and considered a part of this
Prospectus and Proxy Statement. Additional information
about Main Street Fund is included in the Fund's Statement
of Additional Information dated October 23, 2002 as
supplemented April 30, 2003, the Annual Report dated August
31, 2002 and the succeeding Semi-Annual Report dated
February 28, 2003, 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 1.800.708.7780 or by writing to Main Street Fund at
OppenheimerFunds Services, P.O. Box 5270, Denver, CO
80217-5270. 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 Investment Company 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 data base on the SEC's Internet website at
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 MASP FUND

Information about MASP Fund (File No. 811-10153) is
included in the current MASP Fund Prospectus dated March
28, 2003, as supplemented May 7, 2003. This document has
been filed with the SEC and is incorporated herein by
reference. Additional information about MASP Fund is also
included in the Fund's Statement of Additional Information
dated March 28, 2003, the Annual Report dated November 30,
2002, and the succeeding Semi-Annual Report dated May 31,
2003 (to be filed upon availability), which have been filed
with the SEC and are incorporated herein by reference. You
may request free copies of these or other documents
relating to MASP Fund by calling 1.800.708.7780 or by
writing to OppenheimerFunds Services, P.O. Box 5270,
Denver, CO 80217-5270. Reports and other information filed
by MASP 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 data base on the SEC's
Internet website at WWW.SEC.GOV. Copies maybe 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 29, 2003, the officers and Trustees of
MASP Fund, as a group, owned less than 1% of the
outstanding voting shares of MASP Fund. As of July 29,
2003, the only persons who owned of record or were known by
MASP Fund to own beneficially or of record 5% or more of
any class of the Fund's outstanding shares were as follows:

5% Shareholder information will be updated
------------------------------------------

As of July 29, 2003, the officers and Directors of
Main Street Fund, as a group, owned less than 1% of the
outstanding voting shares of Main Street Fund. As of July
29, 2003, the only persons who owned of record or were
known by Main Street Fund to own beneficially or of record
5% or more of any class of the Fund's outstanding shares
were as follows:

5% Shareholder information will be updated
------------------------------------------

By Order of the Board of Trustees

Robert G. Zack, Secretary
August 25, 2003

Appendix to Prospectus and Proxy Statement of

Oppenheimer Main Street Fund

Graphic material included in the prospectus of
Oppenheimer Main Street Fund under the heading "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 its ten most
recent calendar years, without deducting sales charges or
taxes. Set forth below are the relevant data points that
will appear on the bar chart.

Calendar
--------
Year Oppenheimer Main Street Fund
----------------------------------------------------------
Ended Class A shares
--------------------------------------------
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%
12/31/02 -19.42%

Appendix to Prospectus and Proxy Statement of

Oppenheimer Select Managers Mercury Advisors S&P 500 Index
Fund

Graphic material included in the prospectus of
Oppenheimer Select Managers Mercury Advisors S&P 500 Index
Fund under the heading "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 the calendar
year ended 12/31/02, without deducting sales charges and
taxes. Set forth below are the relevant data points that
will appear on the bar chart.

Calendar Mercury Advisors S&P 500 Index
-------- -------------------------------------------------
Fund,
-----
Year a series of Oppenheimer Select
----------------------------------------------------------
Managers
--------
Ended Class A shares
-----------------------------------------

12/31/02 -23.21%

EXHIBITS TO THE PROSPECTUS AND PROXY STATEMENT

Exhibit
-------

A. Agreement and Plan of Reorganization between Mercury
Advisors S&P 500 Index Fund, a series of
Oppenheimer Select Managers and Oppenheimer Main
Street Fund, a series of Oppenheimer Main Street
Funds, Inc.

EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") dated as of April 28, 2003 by and between
Mercury Advisors S&P 500 Index Fund, a series of
Oppenheimer Select Managers ("MASP Fund"), a Massachusetts
business trust and Oppenheimer Main Street Fund, a series
of Oppenheimer Main Street Funds, Inc. ("Main Street
Fund"), a Maryland Corporation.

W I T N E S S E T H:

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
MASP Fund through the acquisition by Main Street Fund of
substantially all of the assets of MASP Fund in exchange
for Class A, Class B, Class C, Class N and Class Y shares
("shares") of Main Street Fund and the assumption by Main
Street Fund of certain liabilities of Mercury Advisors S&P
500 Index Fund, for which Class A, Class B, Class C, Class
N and Class Y shares of Main Street Fund are to be
distributed by MASP Fund pro rata to its shareholders in
complete liquidation of MASP 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 MASP 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 MASP 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 MASP Fund in exchange for their Class A,
Class B, Class C, Class N and Class Y shares of MASP Fund,
all upon and subject to the terms of the Agreement
hereinafter set forth.

The share transfer books of MASP 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
MASP Fund; redemption requests received by MASP 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 MASP Fund on that date, excluding a cash
reserve (the "cash reserve") to be retained by MASP Fund
sufficient in its discretion for the payment of the
expenses of MASP 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 MASP
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 aggregated net asset value equal to the value of
the assets of MASP 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 MASP 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 shares and Class Y shares of Main Street
Fund and the Class A, Class B, Class C, Class N and Class Y
shares of MASP Fund shall be done in the manner used by
Main Street Fund and MASP Fund, respectively, in the
computation of such net asset value per shares 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 MASP Fund to be transferred to
Main Street Fund.

MASP 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 MASP Fund's shareholders all of MASP 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 South Tucson
Way, Centennial, CO 80112, on such time or such other 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 "Investment Company 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, MASP Fund shall
distribute on a pro rata basis to the shareholders of MASP
Fund as of the Valuation Date Class A, Class B, Class C,
Class N and Class Y shares of Main Street Fund received by
MASP Fund on the Closing Date in exchange for the assets of
MASP Fund in complete liquidation of MASP Fund; for the
purpose of the distribution by MASP Fund of Class A, Class
B, Class C, Class N and Class Y shares of Main Street Fund
to MASP 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 MASP Fund in accordance with a list (the
"Shareholder List") of MASP Fund shareholders received form
MASP 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 MASP Fund; certificates for Class A
shares of Main Street Fund will be issued upon written
request of a former shareholder of MASP 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 share certificates for MASP 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 MASP Fund, indicating his or her share
balance. MASP Fund agrees to supply the Shareholder List
to Main Street Fund not later than the Closing Date.
Shareholders of MASP 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, MASP 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 MASP 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 MASP 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, MASP Fund shall deliver
to Main Street Fund two copies of a list setting forth the
securities then owned by MASP Fund. Promptly after the
Closing, MASP Fund shall provide to 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 MASP
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 MASP 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 MASP Fund, registered in the name of MASP Fund,
shall be transferred to MASP Fund on Closing Date. Such
shares shall thereupon be assigned by MASP 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, MASP 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 MASP Fund, or the cash
proceeds of a sale of portfolio securities, prior to the
Closing Date have not yet been delivered to it or MASP
Fund's custodian, then the delivery requirements of this
Section 8 with respect to said undelivered securities or
cash will be waived and MASP 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 MASP Fund, but MASP Fund will,
nevertheless, use its best efforts to discharge all known
liabilities, so far as may possible, prior to the Closing
Date. The cost of printing and mailing the proxies and
proxy statements will be borne by MASP Fund. MASP Fund and
Main Street Fund will bear the cost of their respective tax
opinions. 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 MASP Fund
associated with this reorganization, including legal,
accounting and transfer agent expenses, will be borne by
MASP 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 MASP Fund shall have
authorized the execution of the Agreement, and the
shareholders of MASP Fund shall have approved the Agreement
and the transactions contemplated hereby, and MASP Fund
shall have furnished to Main Street Fund copies of
resolutions to that effect certified by the Secretary or
the Assistant Secretary of MASP 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
Prospectus and Proxy Statement (as hereinafter defined).

B. Main Street Fund shall have received an opinion dated
as of the Closing Date from counsel to MASP Fund, to the
effect that (i) MASP 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 MASP Fund and to
authorize effectively the transactions contemplated by the
Agreement have been taken by MASP Fund. Massachusetts
counsel may be relied upon for this opinion.

C. The representations and warranties of MASP 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 or the Assistant Treasurer of MASP Fund,
dated as of the Closing Date, to that effect.

D. On the Closing Date, MASP Fund shall have furnished
to Main Street Fund a certificate of the Treasurer or
Assistant Treasurer of MASP Fund as to the amount of the
capital loss carry-over and net unrealized appreciation or
depreciation, if any, with respect to MASP 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
MASP 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
Prospectus and Proxy Statement, shall have become effective
under the 1933 Act.

G. On the Closing Date, Main Street Fund shall have
received a letter from 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 MASP Fund arising out of
litigation brought against MASP 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 MASP 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 Deloitte & Touche LLP (or
an appropriate substitute tax expert), 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 MASP Fund to be conveyed hereunder,
which assets shall be free and clear of all liens,
encumbrances, security interests, restrictions and
limitations whatsoever.

11. The obligations of MASP Fund hereunder shall be
subject to the following conditions.

A. The Board of Directors 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 MASP Fund copies of resolutions to
that effect certified by the Secretary or the Assistant
Secretary of Main Street Fund.

B. MASP 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 MASP Fund shall have furnished Main
Street Fund copies of resolutions to that effect certified
by the Secretary or an Assistant Secretary of MASP Fund.

C. MASP 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 corporation duly
organized, validly existing and in good standing under the
laws of the State of Maryland 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. Maryland 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 MASP Fund shall have been
furnished with a certificate of the President, a Vice
President or the Secretary or the Assistant Secretary or
the Treasurer or the Assistant Treasurer of the Trust to
that effect dated as of the Closing Date.

E. MASP Fund shall have received an opinion of Deloitte
& Touche 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)
MASP Fund's representation that there is no plan or
intention by any MASP Fund shareholder who owns 5% or more
of MASP Fund's outstanding shares, and, to MASP Fund's best
knowledge, there is no plan or intention on the part of the
remaining MASP Fund shareholders, to redeem, sell, exchange
or otherwise dispose of a number of Main Street Fund shares
received in the transaction that would reduce MASP 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 MASP Fund shares as of the same date, and (ii)
the representation by each of MASP Fund and Main Street
Fund that, as of the Closing Date, MASP 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. MASP 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 MASP Fund upon the distribution of
Class A, Class B, Class C, Class N and Class Y shares
of beneficial interest in Main Street Fund to the
shareholders of MASP Fund pursuant to Section 354 of
the Code.

4. Under Section 361(a) of the Code no gain or loss will
be recognized by MASP Fund by reason of the transfer
or substantially all of MASP Fund's assets in
exchange for Class A, Class B, Class C, Class N and
Class Y shares of Main Street Fund and Main Street
Fund's assumption of certain liabilities of MASP 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 MASP Fund's assets
in exchange for Class A, Class B, Class C, Class N
and Class Y shares of Main Street Fund and Main
Street Fund's assumption of certain liabilities of
MASP Fund.

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

7. The securities transferred by MASP 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 MASP 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
MASP 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 Prospectus and Proxy Statement, shall have
become effective under the 1933 Act.

H. On the Closing Date, MASP Fund shall have received a
letter from Robert G. Zack or other senior executive
officer of OppenheimerFunds, Inc. acceptable to MASP 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 MASP
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. MASP Fund shall acknowledge receipt of Class A, Class
B, Class C, Class N and Class Y shares of Main Street Fund

12. MASP Fund hereby represents and warrants that:

A. The audited financial statements of MASP Fund as of
November 30, 2002 and unaudited financial statements as of
May 31, 2003 heretofore furnished to Main Street Fund,
present fairly the financial position, results of
operations, and changes in net assets of MASP Fund as of
that date, in conformity with generally accepted accounting
principles applied on a basis consistent with the preceding
year; and that from May 31, 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 MASP Fund, it being agreed that a
decrease in the size of MASP 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 MASP Fund's
shareholders, MASP Fund has authority to transfer all of
the assets of MASP 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 MASP 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 MASP
Fund and no material claim and no material legal,
administrative or other proceedings pending or, to the
knowledge of MASP Fund, threatened against MASP Fund, not
reflected in such Prospectus:

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

F. MASP Fund is a Massachusetts business trust duly
organized, validly existing and in good standing under the
laws of the Commonwealth 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 MASP Fund is duly registered under the
Act and such registration has not been rescinded and
revoked and is in full force and effect;
G. All federal and other tax returns and reports of MASP
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 provisions shall have been made
for the payment thereof and to the best of the knowledge of
MASP Fund no such return is currently under audit and no
assessment has been asserted with respect to such returns;
and

H. MASP Fund has elected that MASP Fund be treated as a
regulated investment company and, for each fiscal year of
its operations, MASP Fund has met the requirements of
Subchapter M of the Code for qualification and treatment as
a regulated investment company and MASP 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 MASP Fund,
present fairly the financial position, results of
operations, and changes in net assets of MS 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 date hereof
there have 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 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
of 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 corporation duly organized,
validly existing and in good standing under the laws of the
State of Maryland; 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, Class C, Class N and
Class Y shares of Main Street Fund which it issues to MASP
Fund pursuant to the Agreement will be duly authorized,
validly issued, fully-paid and non-assessable, 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 extend 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
field 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 MASP 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 than 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 Prospectus and Proxy
Statement 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 MASP Fund that, if
the reorganization becomes effective, Main Street Fund will
treat each shareholder of MASP 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 Prospectus and
Proxy statement contemplated by Rule 145 under the 1933
Act. The final form of such Prospectus and Proxy Statement
is referred to in the Agreement as the "Prospectus and
Proxy Statement". 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 Prospectus and Proxy Statement as may
be necessary or desirable in this connection. MASP Fund
covenants and agrees to liquidate and dissolve under the
laws of the Commonwealth of Massachusetts, following the
Closing, 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
MASP Fund under the Agreement are not binding upon any
Trustee or shareholder of MASP Fund personally, but bind
only MASP Fund and MASP Fund's property. Main Street Fund
represents that it has notice of the provisions of the
Declaration of Trust of MASP Fund disclaiming shareholder
and trustee liability for acts or obligations of MASP Fund.

20. MASP Fund understands that the obligations of Main
Street Fund under the Agreement are not binding upon any
director or shareholder of Main Street Fund personally, but
bind only Main Street Fund and Main Street Fund's property.

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.

MERCURY ADVISORS S&P
500 INDEX FUND, a
series of OPPENHEIMER
SELECT
MANAGERS

By: ---------------------
Robert G. Zack
Vice President and Secretary

OPPENHEIMER MAIN STREET
FUND, A SERIES OF
OPPENHEIMER MAIN STREET
FUNDS, INC.

By: ----------------------
Robert G. Zack
Secretary

STATEMENT OF ADDITIONAL INFORMATION

TO PROSPECTUS AND PROXY STATEMENT

PART B

Acquisition of the Assets of
MERCURY ADVISORS S&P 500 INDEX FUND,
a series of OPPENHEIMER SELECT MANAGERS

By and in exchange for Shares of
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 Mercury Advisors S&P 500 Index Fund, a
series of Oppenheimer Select Managers ("MASP 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) audited financial statements for
the 12-month period ended December 31, 2002, and unaudited
financial statements for the six-month period ended June
30, 2003 of MASP Fund; (ii) audited financial statements
for the 12-month period ended August 31, 2002 and unaudited
financial statements for the six-month period ended
February 28, 2003 of Main Street Fund; (iii) the Statement
of Additional Information of MASP Fund dated March 28,
2003; and (iv) Prospectus dated October 23, 2002 as
supplemented April 30, 2003 and 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 25, 2003, relating to the above-referenced
transaction. You can request a copy of the Prospectus and
Proxy Statement by calling 1.800.708.7780 or by writing
OppenheimerFunds Services at P.O. Box 5270, Denver,
Colorado 80217. The date of this SAI is August 25, 2003.

OPPENHEIMER MAIN STREET GROWTH & INCOME FUND(R)
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(R)Growth & Income Fund
---------------------------------------------------------------------------------

Prospectus dated October 23, 2002

Oppenheimer Main Street(R)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):

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
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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.
------------------------------------------------------------------------------
------------------------------------------------------------------------------

------------------------------------------------------------------------------
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Class A Shares. If you buy Class A shares, you pay an initial sales charge
(on investments up to $1 million 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%
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$25,000 or more but 5.50% 5.82% 4.75%
less than $50,000
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$50,000 or more but 4.75% 4.99% 4.00%
less than $100,000
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$100,000 or more but 3.75% 3.90% 3.00%
less than $250,000
------------------------------------------------------------------------------
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$250,000 or more but 2.50% 2.56% 2.00%
less than $500,000
------------------------------------------------------------------------------
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$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)
-------------------------------------------------------------------------------
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0 - 1 5.0%
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1 - 2 4.0%
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2 - 3 3.0%
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3 - 4 3.0%
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4 - 5 2.0%
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5 - 6 1.0%
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More than 6 None
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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

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%

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%

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

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

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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.

INFORMATION AND SERVICES

For More Information on Oppenheimer Main Street(R)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:

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By Telephone: Call OppenheimerFunds Services toll-free:
1.800.CALL.OPP (225.5677)
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By Mail: Write to:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270
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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
------------------------
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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(R)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:

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Calendar Year Ended: Annual Total Returns
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12/31/92 31.08%
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12/31/93 35.38%
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12/31/94 -1.53%
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12/31/95 30.77%
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12/31/96 15.70%
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12/31/97 26.59%
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12/31/98 25.19%
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12/31/99 17.12%
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12/31/00 - 7.94%
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12/31/01 -10.46%
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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
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A B O U T T H E F U N D
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Additional Information About the Fund's Investment Policies and Risks

The investment objective, 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.

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.

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.

|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

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

--------------------------------------------------------------------------------
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.

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.

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

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.

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

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.

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

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

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

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

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

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

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

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

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

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

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: