Class N Share Certificate (8-1/2" x 11")

I.   FACE OF CERTIFICATE                (All text and other matter lies within 8-1/4" x 10-3/4" decorative border, 5/16" wide)
     -------------------

                           (upper left corner box with heading: NUMBER [of shares])

                           (upper right corner)  share certificate no.

                           (upper right box with heading: CLASS N SHARES below cert. no.)

                           (centered below boxes)

                                                   OPPENHEIMER STRATEGIC INCOME FUND
                                                    A MASSACHUSETTS BUSINESS TRUST

(at left)                           THIS IS TO CERTIFY THAT                             (at right) SEE REVERSE FOR CERTAIN DEFINITIONS

                                                                                (box with number)
                                                                                CUSIP 68380K607

(at left)  is the owner of

                        (centered) FULLY PAID CLASS N SHARES OF BENEFICIAL INTEREST OF OPPENHEIMER STRATEGIC INCOME FUND

         (hereinafter  called  the  "Fund"),  transferable  only on the  books of the Fund by the  holder  hereof  in person or by duly
         authorized  attorney,  upon surrender of this  certificate  properly  endorsed.  This  certificate and the shares  represented
         hereby are issued and shall be held subject to all of the  provisions of the  Declaration of Trust of the Fund to all of which
         the holder by acceptance hereof assents.  This certificate is not valid until countersigned by the Transfer Agent.

         WITNESS the facsimile seal of the Fund and the signatures of its duly authorized officers.

         (signature at left of seal)                 Dated:                     (signature at right of seal)

         /s/ Brian W. Wixted                                                    /s/ Robert G. Zack
         ------------------------------                                         ---------------------------------
         TREASURER                                                              SECRETARY

                                                         (centered at bottom)
                                                    1-1/2" diameter facsimile seal
                                                              with legend





                                                   OPPENHEIMER STRATEGIC INCOME FUND
                                                                 SEAL
                                                                 1988
                                                     COMMONWEALTH OF MASSACHUSETTS


(at lower right, printed vertically)                          Countersigned
                                                     OPPENHEIMER SHAREHOLDER SERVICES
                                                     (A DIVISION OF OPPENHEIMERFUNDS, Inc.)
                                                     Denver (CO)                Transfer Agent

                                                     By ____________________________
                                                           Authorized Signature


II.      BACK OF CERTIFICATE (text reads from top to bottom of 11" dimension)
         -------------------

         The following abbreviations,  when used in the inscription on the face of this certificate,  shall be construed as though they
were written out in full according to applicable laws or regulations.

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                                     (Cust)                             (Minor)

                                             UNDER UGMA/UTMA  ___________________
                                                                                        (State)


Additional abbreviations may also be used though not in the above list.

For Value Received_____________________hereby sell(s), assign(s), and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)






-----------------------------------------------------------------------
(Please print or type name and address of assignee)

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

________________________________________________Class  N Shares of beneficial interest  represented by the within  Certificate,  and do
hereby irrevocably constitute and appoint  ___________________________  Attorney to transfer the said shares on the books of the within
named Fund with full power of substitution in the premises.

Dated: ______________________

                                                     Signed: __________________________

                                                              -----------------------------------
                                                              (Both must sign if joint owners)

                                                     Signature(s) __________________________
                                                     guaranteed                 Name of Guarantor
                                                     by:               _____________________________
                                                                                Signature of
                                                                                Officer/Title

(text printed     NOTICE: The signature(s) to this assignment must vertically to right
                  correspond with the name(s) as written upon the of above paragraph)
                  face of the certificate in every particular
                  without alteration or enlargement or any change
                  whatever.

(text printed in           Signatures must be guaranteed by a financial
box to left of             institution of the type described in the current
signature(s))              prospectus of the Fund.


PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle.
It is invalid without this
"four hands" watermark:  logotype

                               -------------------------------------------------------------------------
                                               THIS SPACE MUST NOT BE COVERED IN ANY WAY


230_ShareCert_N.doc