AMENDED AND RESTATED

                                            SERVICE PLAN AND AGREEMENT

                                                       with

                                        OppenheimerFunds Distributor, Inc.

                                               For Class A Shares of

                                         Oppenheimer Strategic Income Fund


This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of
the 26th day of April 2004,  by and between  Oppenheimer  Strategic  Income Fund
(the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

1. The Plan. This Plan is the Fund's written service plan for its Class A Shares
described  in the Fund's  registration  statement as of the date this Plan takes
effect, contemplated by and to comply with Rule 2830 of the Conduct Rules of the
NASD, pursuant to which the Fund will reimburse the Distributor for a portion of
its costs incurred in connection  with the personal  service and  maintenance of
shareholder accounts ("Accounts") that hold Class A Shares (the "Shares") of the
Fund.  The Fund may be deemed to be acting as distributor of securities of which
it is the issuer,  pursuant to Rule 12b-1  under the  Investment  Company Act of
1940 (the "1940 Act"),  according to the terms of this Plan. The  Distributor is
authorized  under the Plan to pay  "Recipients,"  as  hereinafter  defined,  for
rendering  services and for the  maintenance  of Accounts.  Such  Recipients are
intended to have certain rights as third-party beneficiaries under this Plan.

2.  Definitions.  As used in this  Plan,  the  following  terms  shall  have the
following meanings:

(a) "Recipient" shall mean any broker,  dealer, bank or other institution which:
(i)  has  rendered   services  in  connection  with  the  personal  service  and
maintenance of Accounts;  (ii) shall furnish the  Distributor  (on behalf of the
Fund) with such  information  as the  Distributor  shall  reasonably  request to
answer such questions as may arise  concerning such service;  and (iii) has been
selected by the Distributor to receive payments under the Plan.  Notwithstanding
the foregoing,  a majority of the Fund's Board of Trustees (the "Board") who are
not "interested  persons" (as defined in the 1940 Act) and who have no direct or
indirect  financial  interest in the operation of this Plan or in any agreements
relating  to this Plan (the  "Independent  Trustees")  may  remove  any  broker,
dealer, bank or other institution as a Recipient, whereupon such entity's rights
as a third-party beneficiary hereof shall terminate.

(b)  "Qualified  Holdings"  shall mean,  as to any  Recipient,  all Shares owned
beneficially  or of record by: (i) such  Recipient,  or (ii) such  brokerage  or
other  customers,  or  investment  advisory or other  clients of such  Recipient
and/or  accounts as to which such  Recipient  is a  fiduciary  or  custodian  or
co-fiduciary or co-custodian  (collectively,  the "Customers"),  but in no event
shall any such Shares be deemed owned by more than one Recipient for purposes of
this Plan. In the event that two entities would otherwise  qualify as Recipients
as to the same Shares, the Recipient which is the dealer of record on the Fund's
books shall be deemed the Recipient as to such Shares for purposes of this Plan.

3. Payments.


(a) Under the Plan,  the Fund will  make  payments  to the  Distributor,  within
forty-five (45) days of the end of each calendar  quarter,  in the amount of the
lesser  of: (i) 0.25% on an annual  basis of the  average  during  the  calendar
quarter of the aggregate net asset value of the Shares, computed as of the close
of each business day, or (ii) the  Distributor's  actual expenses under the Plan
for  that  quarter  of the  type  approved  by the  Board.  Notwithstanding  the
foregoing,  the Fund will not make payments to the  Distributor in excess of the
amount the Distributor  pays to Recipients.  The  Distributor  will use such fee
received  from the Fund in its  entirety  to  reimburse  itself for  payments to
Recipients and for its other  expenditures and costs of the type approved by the
Board  incurred in  connection  with the  personal  service and  maintenance  of
Accounts including,  but not limited to, the services described in the following
paragraph. The Distributor may make Plan payments to any "affiliated person" (as
defined in the 1940 Act) of the Distributor if such affiliated  person qualifies
as a Recipient.

The services to be rendered by the Distributor and Recipients in connection with
the personal service and the maintenance of Accounts may include,  but shall not
be limited to, the following:  answering  routine inquiries from the Recipient's
customers  concerning the Fund,  providing  such  customers with  information on
their investment in Shares,  assisting in the  establishment  and maintenance of
accounts or sub-accounts  in the Fund,  making the Fund's  investment  plans and
dividend  payment options  available,  and providing such other  information and
customer  liaison services and the maintenance of Accounts as the Distributor or
the Fund  may  reasonably  request.  It may be  presumed  that a  Recipient  has
provided services qualifying for compensation under the Plan if it has Qualified
Holdings of Shares to entitle it to payments  under the Plan.  In the event that
either  the  Distributor  or the  Board  should  have  reason to  believe  that,
notwithstanding  the  level  of  Qualified  Holdings,  a  Recipient  may  not be
rendering  appropriate  services,  then the  Distributor,  at the request of the
Board,  shall  require  the  Recipient  to  provide  a  written  report or other
information to verify that said Recipient is providing  appropriate  services in
this regard. If the Distributor still is not satisfied,  it may take appropriate
steps to terminate the Recipient's status as such under the Plan, whereupon such
entity's rights as a third-party beneficiary hereunder shall terminate.

     Payments  received by the Distributor from the Fund under the Plan will not
be used to pay any interest expense,  carrying charges or other financial costs,
or  allocation  of overhead by the  Distributor,  or for any other purpose other
than for the payments  described  in this  Section 3. The amount  payable to the
Distributor  each  quarter  will be  reduced to the  extent  that  reimbursement
payments  otherwise  permissible  under the Plan have not been authorized by the
Board for that quarter.  Any unreimbursed  expenses  incurred for any quarter by
the Distributor may not be recovered in later periods.

(b) The  Distributor  shall make  payments to any  Recipient  quarterly,  within
forty-five  (45)  days of the end of each  calendar  quarter,  at a rate  not to
exceed  0.25% on an annual basis of the average  during the calendar  quarter of
the  aggregate  net asset  value of the Shares  computed as of the close of each
business  day, of  Qualified  Holdings  owned  beneficially  or of record by the
Recipient or by its  Customers.  However,  no such payments shall be made to any
Recipient for any such quarter in which its  Qualified  Holdings do not equal or
exceed,  at the end of such  quarter,  the minimum  amount  ("Minimum  Qualified
Holdings"), if any, to be set from time to time by a majority of the Independent
Trustees.

     Alternatively,  the Distributor may, at its sole option, make the following
service fee payments to any Recipient quarterly,  within forty-five (45) days of
the end of each calendar  quarter:  (A) "Advance Service Fee Payments" at a rate
not to exceed 0.25% of the average during the calendar  quarter of the aggregate
net asset value of Shares,  computed as of the close of business on the day such
Shares are sold,  constituting Qualified Holdings,  sold by the Recipient during
that  quarter and owned  beneficially  or of record by the  Recipient  or by its
Customers,  plus (B)  service fee  payments at a rate not to exceed  0.25% on an
annual basis of the average  during the calendar  quarter of the  aggregate  net
asset  value  of  Shares,  computed  as of  the  close  of  each  business  day,
constituting Qualified Holdings owned beneficially or of record by the Recipient
or by its Customers for a period of more than one (1) year. At the Distributor's
sole option, Advance Service Fee Payments may be made more often than quarterly,
and  sooner  than the end of the  calendar  quarter.  In the  event  Shares  are
redeemed less than one year after the date such Shares were sold,  the Recipient
is obligated to and will repay the  Distributor  on demand a pro rata portion of
such Advance  Service Fee  Payments,  based on the ratio of the time such Shares
were held to one (1) year.

     A majority of the Independent Trustees may at any time or from time to time
increase or decrease  and  thereafter  adjust the rate of fees to be paid to the
Distributor  or to any  Recipient,  but not to exceed the rate set forth  above,
and/or increase or decrease the number of shares constituting  Minimum Qualified
Holdings.  The Distributor  shall notify all Recipients of the Minimum Qualified
Holdings and the rate of payments hereunder applicable to Recipients,  and shall
provide each  Recipient  with written  notice  within thirty (30) days after any
change in these  provisions.  Inclusion of such  provisions  or a change in such
provisions in a revised current prospectus shall constitute sufficient notice.

(c) Under the Plan, payments may be made to Recipients: (i) by OppenheimerFunds,
Inc.  ("OFI") from its own resources (which may include profits derived from the
advisory  fee it  receives  from  the  Fund),  or  (ii)  by the  Distributor  (a
subsidiary of OFI), from its own resources.

4.  Selection  and  Nomination  of Trustees.  While this Plan is in effect,  the
selection or  replacement  of  Independent  Trustees and the nomination of those
persons to be Trustees of the Fund who are not "interested  persons" of the Fund
shall be committed to the discretion of the Independent Trustees. Nothing herein
shall  prevent  the  Independent  Trustees  from  soliciting  the  views  or the
involvement  of others in such  selection or nomination if the final decision on
any such  selection  and  nomination  is approved by a majority of the incumbent
Independent Trustees.

5.  Reports.  While  this Plan is in  effect,  the  Treasurer  of the Fund shall
provide at least  quarterly a written report to the Fund's Board for its review,
detailing  the  aggregate  amount of payments made pursuant to this Plan and the
purposes for which the payments  were made.  The report shall state  whether all
provisions of Section 3 of this Plan have been complied  with.  The  Distributor
shall annually  certify to the Board the amount of its total  expenses  incurred
that year with respect to the personal  service and  maintenance  of Accounts in
conjunction with the Board's annual review of the continuation of the Plan.



6. Related  Agreements.  Any agreement  related to this Plan shall be in writing
and shall  provide  that:  (i) such  agreement  may be  terminated  at any time,
without  payment  of any  penalty,  by vote  of a  majority  of the  Independent
Trustees  or by a vote of the  holders of a  "majority"  (as defined in the 1940
Act) of the Fund's  outstanding voting securities of the Class, on not more than
sixty  days  written  notice  to any  other  party to the  agreement;  (ii) such
agreement shall  automatically  terminate in the event of its  "assignment"  (as
defined in the 1940 Act);  (iii) it shall go into effect when approved by a vote
of the Board and its Independent Trustees cast in person at a meeting called for
the purpose of voting on such agreement; and (iv) it shall, unless terminated as
herein  provided,  continue  in  effect  from  year to year only so long as such
continuance  is  specifically  approved  at least  annually by the Board and its
Independent  Trustees  cast in person at a meeting  called  for the  purpose  of
voting on such continuance.

7. Effectiveness,  Continuation,  Termination and Amendment.  This Plan has been
approved  by a vote of the  Independent  Trustees  cast in  person  at a meeting
called  on April  26,  2004 for the  purpose  of  voting  on this  Plan.  Unless
terminated as hereinafter provided, it shall continue in effect until renewed by
the  Board  in  accordance  with  the  Rule  and  thereafter  from  year to year
thereafter  or as the  Board  may  otherwise  determine  only  so  long  as such
continuance  is  specifically  approved  at least  annually by the Board and its
Independent  Trustees  by a vote  cast in person  at a  meeting  called  for the
purpose of voting on such  continuance.  This Plan may be terminated at any time
by vote of a majority of the Independent  Trustees or by the vote of the holders
of a "majority"  (as defined in the 1940 Act) of the Fund's  outstanding  voting
securities of Class A. This Plan may not be amended to increase  materially  the
amount of payments to be made without  approval of the Class A Shareholders,  in
the manner described  above,  and all material  amendments must be approved by a
vote of the Board and of the Independent Trustees.


8. Disclaimer of Shareholder and Trustee Liability.  The Distributor understands
that the  obligations  of the Fund  under  this  Plan are not  binding  upon any
Trustee or  shareholder of the Fund  personally,  but bind only the Fund and the
Fund's property. The Distributor represents that it has notice of the provisions
of the  Declaration  of Trust of the Fund  disclaiming  shareholder  and Trustee
liability for acts or obligations of the Fund.

                                     Oppenheimer Strategic Income Fund



                                      By:     /s/ Robert G. Zack
                                                  Robert G. Zack
                                                  Vice President and Secretary


                                     OppenheimerFunds Distributor, Inc.



                                      By:    /s/ James H. Ruff
                                                 James H. Ruff
                                                 President