OppenheimerFunds, Inc.
                                            498 7th Avenue - 10th Floor
                                                New York, NY 10018


                                                                       September 23, 2002


Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, VA 22312

         Re:      Oppenheimer Cash Reserves
                  Reg. No. 33-23223; File No. 811-5582
                  Written Representation of Counsel

To the Securities and Exchange Commission:

         On behalf of  Oppenheimer  Cash Reserves  (the "Fund") and pursuant to Paragraph  (b)(4) of Rule 485 under
the  Securities  Act of 1933, as amended (the "1933 Act"),  and in connection  with an Amendment on Form N-1A which
is Post-Effective  Amendment No. 22 to the 1933 Act Registration  Statement of the Fund and Amendment No. 21 to its
Registration  Statement  under the  Investment  Company  Act of 1940,  as amended,  the  undersigned  counsel,  who
prepared or reviewed such  Amendment,  hereby  represents to the Commission,  for filing with such Amendment,  that
said  Amendment  does not contain  disclosures  which would render it  ineligible to become  effective  pursuant to
paragraph (b) of Rule 485.

                                                              Sincerely,

                                                              /s/ Mitchell J. Lindauer
                                                              ------------------------
                                                              Mitchell J. Lindauer
                                                              Vice President &
                                                              Assistant General Counsel
                                                              212-323-0254
                                                              fax: 212-323-4070
                                                              mlindauer@oppenheimerfunds.com