MULTISTATE MUNICIPAL TRUST

DEF 14A 1 julymultistateproxy.html PROXY MULTISTATE MUNICIPAL TRUST

SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )

Filed by the Registrant /X /
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Check the appropriate box:
/ / Preliminary Proxy Statement
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Rule 14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

OPPENHEIMER MULTI-STATE MUNICIPAL TRUST

(Name of Registrant as Specified in its Charter)

DEBORAH A. SULLIVAN, ESQ.

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/ X / No fee required.
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and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
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statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:

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(4) Date Filed:

OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
on behalf of its series Oppenheimer Florida Municipal Fund

6803 South Tucson Way, Englewood, CO 80112

Notice Of Meeting Of Shareholders To Be Held
September 11, 2001

To The Shareholders of Oppenheimer Florida Municipal Fund:

Notice is hereby given that a special Meeting of the Shareholders (the
"Meeting") of Oppenheimer Florida Municipal Fund (the "Fund"), will be held
at 6803 South Tucson Way, Englewood, Colorado, 80112, at 1:00 P.M., Mountain
time, on September 11, 2001.

During the Meeting, shareholders of the Fund will vote on the following
proposals:

1. To elect a Board of Trustees;

2. To approve changes to the Fund's investment objective; industry
concentration policy and non-diversification policy;

3. To approve changes to the Fund's fundamental investment policy
concerning borrowing;

4. To approve the Fund's Class B 12b-1 Distribution and Service Plan and
Agreement (only Class B shareholders may vote on this proposal); and

5. To transact such other business as may properly come before the
meeting, or any adjournments thereof.

Shareholders of record at the close of business on June 19, 2001, are
entitled to vote at the meeting. The proposals and sub-proposals are more
fully discussed in the 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 the Fund recommends a vote to elect each of
the nominees as Trustee and in favor of each proposal and sub-proposal. WE
URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,

Andrew J. Donohue, Secretary
July 24, 2001

PLEASE RETURN YOUR PROXY BALLOT PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
795

TABLE OF CONTENTS

Proxy Statement Page

Questions and Answers
-

Proposal 1: To Elect a Board of Trustees -

Introduction to Proposal 2 -

Proposal 2: To approve changes to the Fund's investment objective; industry
concentration policy and non-diversification policy

Proposal 3: To approve changes to the Fund's fundamental investment policy
concerning borrowing

Proposal 4: To approve the Fund's Class B 12b-1 Distribution and Service Plan
and Agreement (only Class B shareholders may vote on this
proposal)

Information About the Fund
- Further Information About Voting and the Meeting
- Other Matters

EXHIBIT A: Amended Class B 12b-1 Distribution and Service Plan and Agreement
A-1

OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
on behalf of its series
Oppenheimer Florida Municipal Fund

PROXY STATEMENT QUESTIONS AND ANSWERS

Q. Who is Asking for My Vote?

A. The Trustees of Oppenheimer Florida Municipal Fund (the "Fund") have
asked that you vote on several matters at the Special Meeting of
Shareholders to be held on September 11, 2001.

Q. Who is Eligible to Vote?

A. Shareholders of record at the close of business on June 19, 2001 are
entitled to vote at the Meeting or any adjournment of the
Meeting. Shareholders are entitled to cast one vote per share for
each matter presented at the Meeting. It is expected that the
Notice of Meeting, proxy ballot and proxy statement will be
mailed to shareholders of record on or about July 24, 2001.

Q. On What Matters Am I Being Asked to Vote?

A. You are being asked to vote on the following proposals:

1. To elect a Board of Trustees;

2. To approve changes to the Fund's investment objective;
industry
concentration policy and non-diversification policy;

3. To approve changes to the Fund's fundamental investment policy
concerning borrowing;

4. To approve the Fund's Class B 12b-1 Distribution and Service
Plan and Agreement (only Class B shareholders may vote on this
proposal).

Q. How do the Trustees Recommend that I Vote?

A. The Trustees recommend that you vote:

1. FOR election of all nominees as Trustees;

2. FOR the proposed changes to the Fund's investment objective, industry
concentration policy and non-diversification policy;

3. FOR the proposed changes to the Fund's fundamental investment policy
concerning borrowing;

4. FOR the approval of the Fund's Class B 12b-1 Distribution and Service
Plan and Agreement (only Class B shareholders may vote on this
proposal).

Q. What are the reasons for the proposed changes to some of the Fund's
fundamental investment policies?

A. The main reason for the proposed change to the Fund's investment
objective is to permit the Fund to invest primarily in high
yield, lower rated municipal bonds issued by municipalities
located in any state.

Q. How Can I Vote?

A. You can vote in three (3) different ways:

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

Voting by telephone is convenient and can help reduce the
Fund's expenses. Whichever method you choose, please take the
time to read the full text of the proxy statement before you
vote.

Q. How Will My Vote Be Recorded?

A. Proxy ballots that are properly signed, dated and received at or prior
to the Meeting, or any adjournment thereof, will be voted as
specified. If you specify a vote for any of the proposals, your
proxy will be voted as indicated. If you sign and date the proxy
ballot, but do not specify a vote for one or more of the
proposals, your shares will be voted in favor of the Trustees'
recommendations. Telephonic votes will be recorded according to
the telephone voting procedures described in the "Further
Information About Voting and the Meeting" section below.

Q. How Can I Revoke My Proxy?

A. You may revoke your proxy at any time before it is voted by forwarding
a
written revocation or a later-dated proxy ballot to the Fund that
is received at or prior to the Meeting, or any adjournment
thereof, or by attending the Meeting, or any adjournment thereof,
and voting in person.

Q. How Can I Get More Information About the Fund?

A. Copies of the Fund's annual report dated July 31, 2000 and
semi-annual report dated January 31, 2001 have previously been
mailed to Shareholders. If you would like to have copies of the
Fund's most recent annual and semi-annual reports sent to you
free of charge, please call us toll-free at 1.800.525.7048, write
to the Fund at OppenheimerFunds Services, P.O. Box 5270, Denver
Colorado 80217-5270 or visit the Oppenheimer funds web site at
www.oppenheimerfunds.com.

Q. Whom Do I Call If I Have Questions?

A. Please call us at 1.800.525.7048

The proxy statement is designed to furnish shareholders with the information necessary
to vote on the matters coming before the Meeting. If you have any questions,
please call us at 1.800.525.7048.

OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
on behalf of its series
Oppenheimer Florida Municipal Fund

Meeting of Shareholders
To Be Held September 11, 2001

This statement is furnished to the shareholders of Oppenheimer Florida
Municipal Fund (the "Fund"), in connection with the solicitation by the
Fund's Board of Trustees of proxies to be used at a special meeting of
shareholders (the "Meeting") to be held at 6803 South Tucson Way, Englewood,
Colorado, 80112, at 1:00 P.M., Mountain time, on September 11, 2001, or any
adjournments thereof. It is expected that the mailing of this Proxy Statement
will be made on or about July 24, 2001.

SUMMARY OF PROPOSALS

-------------------------------------------------------------------------------
Proposal Shareholders Voting
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. To elect a Board of Trustees All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2. To approve changes to the Fund's:
a) investment objective All
b) industry concentration policy All
c) non-diversification policy All

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3. To approve changes to the Fund's fundamental All
investment policy concerning borrowing
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4. To approve the Fund's Class B 12b-1 Distribution Class B Shareholders
and Service Plan and Agreement Only
-------------------------------------------------------------------------------

`PROPOSAL 1: ELECTION OF TRUSTEES

At the Meeting, eleven (11) Trustees are to be elected. If elected,
the Trustees will serve for indefinite terms until a special shareholder
meeting is called for the purpose of voting for Trustees and until their
successors are properly elected and qualified. The persons named as
attorneys-in-fact in the enclosed proxy have advised the Fund that unless a
proxy ballot instructs them to withhold authority to vote for all listed
nominees or any individual nominee, all validly executed proxies will be
voted for the election of the nominees named below.

As a Massachusetts business trust, the Fund is not required and does
not intend to hold annual shareholder meetings for the purpose of electing
Trustees. As a result, if elected, the Trustees will hold office until the
next meeting of shareholders called for the purpose of electing Trustees and
until their successors are duly elected and shall have qualified. If a
nominee should be unable to accept election, serve his or her term, or
resign, the Board of Trustees may, in its discretion, select another person
to fill the vacant position.

Each of the nominees currently serves as a Trustee of the Fund. All of
the nominees have consented to be named as such in this Proxy Statement and
have consented to serve as Trustees if elected.

A nominee with an asterisk after his or her name is an "interested
person" (as that term is defined in the Investment Company Act of 1940,
referred to in this Proxy Statement as the "1940 Act") of the Fund. They are
"interested persons" due to the positions they hold with the Fund's
investment advisor, OppenheimerFunds, Inc. (the "Manager"), the Manager's
affiliates, or other positions described. Trustees that are not "interested
persons" under the 1940 Act are referred to herein as "Non-Affiliated
Trustees." The nominee's beneficial ownership of Class A shares listed below
includes voting and investment control, unless otherwise indicated. All of
the Trustees own shares in one or more Oppenheimer funds. Unless otherwise
noted, the address for each nominee is 6803 South Tucson Way, Englewood,
Colorado 80112.

Name, Age, Address Fund Shares Beneficially
And Five-Year Business Experience Owned as of June 19, 2001 and % of Class Owned

Leon Levy (75) None
Trustee since 1959.

General Partner of Odyssey Partners, L.P. (investment partnership) (since
1982) and Chairman of Avatar Holdings, Inc. (real estate development) (since
1981). Director/trustee of 27 investment companies in the OppenheimerFunds
complex.

Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 19, 2001 and % of Class Owned

Robert G. Galli (67) None
Trustee since 1993.

A Trustee or Director of other Oppenheimer funds. Formerly he held the
following positions: Vice Chairman (October 1995 - December 1997) and
Executive Vice President (December 1977 - October 1995) of the Manager;
Executive Vice President and a director (April 1986 - October 1995) of
HarbourView Asset Management Corporation. Director/trustee of 27 investment
companies in the OppenheimerFunds complex.

Phillip A. Griffiths (62) None
Trustee since 1999.

The Director of the Institute for Advanced Study, Princeton, N.J. (since
1991) and a member of the National Academy of Sciences (since 1979); formerly
(in descending chronological order) a director of Bankers Trust Corporation,
Provost and Professor of Mathematics at Duke University, a director of
Research Triangle Institute, Raleigh, N.C., and a Professor of Mathematics at
Harvard University. Director/trustee of 26 investment companies in the
OppenheimerFunds complex.

Benjamin Lipstein (78) None
Trustee since 1974.

Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University. Director/trustee of 27 investment
companies in the OppenheimerFunds complex.

Bridget A. Macaskill* (52) None
Trustee since 1995.

Director/trustee of 26 investment companies in the OppenheimerFunds complex.
Formerly Ms. Macaskill held the following positions: Chairman (August
2000-June 2001), Chief Executive Officer (September 1995-June 2001) and a
director (December 1994-June 2001) of the Manager; President (September
1995-June 2001) and a director (October 1990-June 2001) of Oppenheimer
Acquisition Corp., the Manager's parent holding company; President, Chief
Executive Officer and a director (March 2000-June 2001) of OFI Private
Investments, Inc., an investment adviser subsidiary of the Manager; Chairman
and a director of Shareholder Services, Inc. (August 1994-June 2001) and
Shareholder Financial Services, Inc. (September 1995-June 2001), transfer
agent subsidiaries of the Manager; President (September 1995-June 2001) and a
director (November 1989-June 2001) of Oppenheimer Partnership Holdings, Inc.,
a holding company subsidiary of the Manager; President and a director
(October 1997-June 2001) of OppenheimerFunds International Ltd., an offshore
fund management subsidiary of the Manager and of Oppenheimer Millennium Funds
plc; a director of HarbourView Asset Management Corporation (July 1991-June
2001) and of Oppenheimer Real Asset Management, Inc. (July 1996-June 2001),
investment

Name, Age, Address Fund Shares Beneficially
And Five-Year Business Experience Owned as of June 19, 2001 and % of Class Owned

adviser subsidiaries of the Manager; a director (April 2000-June 2001) of
OppenheimerFunds Legacy Program, a charitable trust program established by
the Manager; President and a trustee of other Oppenheimer funds. President of
the Manager (June 1991 - August 2000); a director (until March 2001) of
Prudential Corporation plc (a U.K. financial service company).

Elizabeth B. Moynihan (71) None
Trustee since 1992.

Author and architectural historian; a trustee of the Freer Gallery of Art
(Smithsonian Institute), Executive Committee of Board of Trustees of the
National Building Museum; a member of the Trustees Council, Preservation
League of New York State. Director/trustee of 27 investment companies in the
OppenheimerFunds complex.

Kenneth A. Randall (73) None
Trustee since 1980.

A director of Dominion Resources, Inc. (electric utility holding company),
Dominion Energy, Inc. (electric power and oil and gas producer), and Prime
Retail, Inc. (real estate investment trust); formerly President and Chief
Executive Officer of The Conference Board, Inc. (international economic and
business research) and a director of Lumbermens Mutual Casualty Company,
American Motorists Insurance Company and American Manufacturers Mutual
Insurance Company. Director/trustee of 27 investment companies in the
OppenheimerFunds complex.

Edward V. Regan (71) None
Trustee since 1993.

President of Baruch College, CUNY; a director of RBAsset (real estate
manager); a director of OffitBank; formerly Trustee, Financial Accounting
Foundation (FASB and GASB), Senior Fellow of Jerome Levy Economics Institute,
Bard College; Chairman of Municipal Assistance Corporation for the City of
New York, New York State Comptroller and trustee, New York State and Local
Retirement Fund. Director/trustee of 27 investment companies in the
OppenheimerFunds complex.

Russell S. Reynolds, Jr. (69) None
Trustee since 1989.

Chairman of The Directorship Search Group, Inc. (corporate governance
consulting and executive recruiting) (since 1993); a director of Professional
Staff Limited (a U.K. temporary staffing company) (since 1995); a life
trustee of International House (non-profit educational organization), and a
trustee of the Greenwich Historical Society (since 1996). Director/trustee
of 27 investment companies in the OppenheimerFunds complex.

Name, Age, Address Fund Shares Beneficially
And Five-Year Business Experience Owned as of June 19, 2001 and % of Class Owned

Donald W. Spiro (75) None
Trustee since 1985.

Chairman Emeritus of the Manager (since 1991). Formerly he held the
following positions: Chairman (November 1987 - January 1991) and a director
(January 1969 - August 1999) of the Manager; President and Director of
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager and the
Fund's Distributor (July 1978 - January 1992). Director/trustee of 27
investment companies in the OppenheimerFunds complex.

Clayton K. Yeutter (70) None
Trustee since 1993.

Of Counsel, Hogan and Hartson (a Washington, D.C. law firm) (since 1993). Other
directorships: Caterpillar, Inc. (since 1993); Zurich Financial Services
(since 1998); ConAgra, Inc. (since 1993); FMC Corporation (since 1993); Texas
Instruments Incorporated (since 1993); and Weyerhaeuser Co. (since 1999);
formerly a director of: Farmers Group Inc. (1994-2000), Zurich Allied AG
(1998-2000) and of Allied Zurich plc (1998-2000). Director/trustee of 27
investment companies in the OppenheimerFunds complex.

A. General Information Regarding the Board of Trustees.

The primary responsibility for management of the Fund rests with the
Board of Trustees. The Trustees meet regularly to review the activities of
the Fund and of the Manager. The Manager is responsible for the Fund's
day-to-day operations. Six regular meetings of the Trustees were held during
the fiscal year ended July 31, 2000. Each of the incumbent Trustees was
present for at least 75% of the meetings held of the Board and of all
committees on which that Trustee served.

B. Audit Committee of Board of Trustees.

The Trustees have appointed an Audit Committee, comprised of Kenneth A.
Randall (Chairman), Benjamin Lipstein, and Edward V. Regan, all of whom are
Non-Affiliated Trustees. The Audit Committee met six times during the fiscal
year ended July 31, 2000. The Board of Trustees does not have a standing
nominating or compensation committee.

The Audit Committee furnishes the Board with recommendations regarding
the selection of the independent auditor. Other functions of the Audit
Committee include: (i) reviewing the scope and results of audits and the
audit fees charged; (ii) reviewing reports from the Fund's independent
auditor regarding the Fund's internal accounting procedures and controls; and
(iii) establishing a separate line of communication between the Fund's
independent auditor and its Non-Affiliated Trustees.

Based on the Audit Committee's recommendation, the Board of Trustees of
the Fund, including a majority of the Non-Affiliated Trustees, at a meeting
held August 2, 2000 selected KPMG LLP ("KPMG") as auditors of the Fund for
the fiscal year beginning August 1, 2000. KPMG also serves as auditors for
certain other funds for which the Manager acts as investment advisor.

During the fiscal year ended July 31, 2000, KPMG performed audit
services for the Fund including the audit of the Fund's financial statements,
review of the Fund's annual report and registration statement amendment,
consultation on financial accounting and reporting matters, and meetings with
the Board of Trustees.

1. Audit Fees.

The aggregate fees billed by KPMG for professional services rendered
for the audit of the Fund's annual financial statements for the fiscal year
ended July 31, 2000 were $9,000.

2. All Other Fees.

In addition to the audit fees billed by KPMG, KPMG billed the Fund
approximately $25 for non-audit professional services provided to the Fund
for the fiscal year ended July 31, 2000. The Audit Committee of the Fund's
Board of Trustees considered and found that the provision of non-audit
services is compatible with maintaining the principal accountant's
independence.

Representatives of KPMG are not expected to be present at the Meeting
but will be available should any matter arise requiring their presence.

C. Additional Information Regarding Trustees and Officers.

Each of the current Trustees also serves as a trustee or director of
other New York-based mutual funds in the OppenheimerFunds complex. The Fund's
Non-Affiliated Trustees are paid a retainer plus a fixed fee for attending
each meeting and are reimbursed for expenses incurred in connection with
attending such meetings. Each Fund in the OppenheimerFunds complex for which
they serve as a director or trustee pays a share of these expenses.

The officers of the Fund are affiliated with the Manager and receive no
salary or fee from the Fund. The Trustees of the Fund received the
compensation shown below. The compensation from the Fund was paid during the
Fund's fiscal year ended July 31, 2000. The compensation from all of the New
York-based Oppenheimer funds includes compensation received as a director,
trustee or member of a committee during the calendar year 2000. Compensation
is paid for services in the positions below their names.

--------------------------------------------------------------------------------
Total
Compensation
from all
Retirement New York-Based
Benefit Accrued Oppenheimer
Aggregate as Fund Funds (30 Funds)2
Compensation Expenses
Name and Position from Fund1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Leon Levy $2,102 $1,284 $171,950
Chairman
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Galli $411 None $191,134
Study Committee
Member 3
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Phillip A. Griffiths4 $174 None $59,529

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Benjamin Lipstein $1,961 $1,253 $148,639
Study Committee
Chairman,
Audit Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Elizabeth B. Moynihan $898 $399 $104,695
Study Committee
Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Kenneth A. Randall $1,204 $752 $96,034
Audit Committee
Chairman
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward V. Regan $452 None $94,995
Proxy Committee
Chairman, Audit
Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Russell S. Reynolds, $587 $249 $71,069
Jr.
Proxy Committee
Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Donald W. Spiro $185 None $63,435
Vice Chairman
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Clayton K. Yeutter $60 None $71,069
Proxy Committee
Member 5
--------------------------------------------------------------------------------
---------------------
1 Aggregate compensation includes fees, deferred compensation, if any, and
retirement plan benefits accrued for a Trustee for the fiscal year ended July
31, 2000.
2 For the 2000 calendar year.
3 Total Compensation for the 2000 calendar year includes compensation
received for serving as a Trustee or Director of 10 additional Oppenheimer
funds.
4 Includes $1,799 deferred under Deferred Compensation Plan described below.
5 Includes $619 deferred under Deferred Compensation Plan described below.

The Fund has adopted a retirement plan that provides for payments to
retired Trustees. Payments are up to 80% of the average compensation paid
during a Trustee's five years of service in which the highest compensation
was received. A Trustee must serve as director or trustee for any of the New
York-based Oppenheimer funds for at least 15 years to be eligible for the
maximum payment. Each Trustee's retirement benefits will depend on the amount
of the Trustee's future compensation and length of service. The Fund cannot
estimate the number of years of credited service that will be used to
determine those benefits at this time. Therefore, the amount of the
retirement benefits cannot be determined at this time.

The Board of Trustees has adopted a Deferred Compensation Plan for
Non-Affiliated Trustees that enables them to elect to defer receipt of all or
a portion of the annual fees they are entitled to receive from the Fund.
Under the plan, the compensation deferred by a Trustee is periodically
adjusted as though an equivalent amount had been invested in shares of one or
more Oppenheimer funds selected by the Trustee. The amount paid to the
Trustee under the plan will be determined based upon the performance of the
selected funds.

Deferral of Trustees' fees under the plan will not materially affect
the Fund's assets, liabilities or net income per share. The plan will not
obligate the Fund to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an order issued
by the Securities and Exchange Commission, the Fund may invest in the funds
selected by the Trustee under the plan without shareholder approval.

Information is given below about the executive officers who are not
Trustees of the Fund, including their business experience during the past
five years. Messrs. Donohue, Wixted, Bishop, Zack and Farrar serve in similar
capacities with several other funds in the OppenheimerFunds complex.

Name, Age, Address and Five-Year Business Experience

Merrell Hora, Portfolio Manager since May 2001; Age: 32.
Two World Trade Center, New York, New York 10048-0203

Assistant Vice President of the Manager (since July 1999); a portfolio
manager of other Oppenheimer funds; formerly a Senior Quantitative Analyst
for the Fixed Income Department's Quantitative Analysis Team (July 1998 -
August 2000); prior to joining the Manager in July 1998 he was a quantitative
analyst with a subsidiary of the Cargill Financial Services Group (January
1997 - September 1997) and also held numerous positions at the University of
Minnesota, from which he obtained his Ph.D. in Economics.

Jerry A. Webman, Portfolio Manager since February 1996; Age: 51.
Two World Trade Center, New York, New York 10048-0203

Senior Vice President and Senior Investment Officer and Director of the Fixed
Income Department of the Manager (since February 1996); Senior Vice President
of HarbourView Asset Management Corporation (since May 1999); a portfolio
manager of other Oppenheimer funds; before joining the Manager in February
1996, he was a Vice President and portfolio manager with Prudential
Investment Corporation (March 1986 - February 1996).

Andrew J. Donohue, Secretary since 1996; Age: 50.
Two World Trade Center, New York, NY 10048

Executive Vice President (since January 1993), General Counsel (since October
1991) and a director (since September 1995) of the Manager; Executive Vice
President and General Counsel (since September 1993) and a director (since
January 1992) of OppenheimerFunds Distributor, Inc.; Executive Vice
President, General Counsel and a director (since September 1995) of
HarbourView Asset Management Corporation, Shareholder Services, Inc.,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000), and of Oppenheimer
Trust Company (since May 2000), a trust company subsidiary of the Manager;
President and a director of Centennial Asset Management Corporation (since
September 1995) and of Oppenheimer Real Asset Management, Inc. (since July
1996); Vice President and a director (since September 1997) of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc;
General Counsel (since May 1996) and Secretary (since April 1997) of
Oppenheimer Acquisition Corp.; an officer of other Oppenheimer funds.

Brian W. Wixted, Treasurer and Principal Financial and Accounting Officer
since April 1999;
Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112

Senior Vice President and Treasurer (since March 1999) of the Manager;
Treasurer (since March 1999) of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000) and of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company; Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. and of Centennial Asset Management Corporation;
an officer of other Oppenheimer funds; formerly Principal and Chief Operating
Officer, Bankers Trust Company - Mutual Fund Services Division (March 1995 -
March 1999); Vice President and Chief Financial Officer of CS First Boston
Investment Management Corp. (September 1991 - March 1995).

Robert G. Zack, Assistant Secretary since 1988; Age: 52.
Two World Trade Center, New York, NY 10048

Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager; Assistant Secretary of Shareholder Services, Inc.
(since May 1985), Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer since 1994; Age: 42.
6803 South Tucson Way, Englewood, CO 80112

Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds ; formerly an Assistant Vice President of
the Manager/Mutual Fund Accounting (April 1994 - May 1996) and a Fund
Controller for the Manager.

Scott T. Farrar, Assistant Treasurer since 1994; Age: 35.
6803 South Tucson Way, Englewood, CO 80112

Vice President of the Manager/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds; formerly an Assistant Vice President
of the Manager/Mutual Fund Accounting (April 1994 - May 1996) and a Fund
Controller for the Manager.

All officers serve at the pleasure of the Board.

As of June 19, 2001, the Trustees and officers as a group beneficially owned
none of the outstanding Class A, Class B, or Class C shares of the Fund.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
TRUSTEE.

Introduction to Proposal 2

Oppenheimer Florida Municipal Fund is a state-specific municipal bond
fund, the investment objective of which is to seek as high a level of current
interest income exempt from federal income taxes for individual investors as
is available from municipal securities, consistent with the preservation of
capital. The Fund seeks to offer investors the opportunity to own fund
shares exempt from Florida intangible personal property taxes.

The State of Florida does not levy a personal income tax on its
residents. However, Florida levies an annual tax on certain intangible
personal property with a taxable situs in the state. The intangible personal
property that is subject to the tax includes stocks, certain bonds, notes,
and other obligations not secured by liens on Florida realty, mortgages,
certain leaseholds on governmental property, and other types of intangible
personal property. Notes, bonds and other obligations issued by the State of
Florida and its municipalities, which comprise a significant portion of the
Fund's investments, are exempt from the Florida intangible personal property
tax.

Recently, the legislature of the State of Florida approved an amendment
to the intangible tax statute increasing the exemption from the intangible
personal property tax for taxpayers who are natural persons. For single
persons, the amendment increased to $250,000 from $20,000, the value of
intangible property exempt from the Florida intangible tax. For married
couples filing a joint intangible tax return, the amendment increased the
exempt value to $500,000 from $40,000. The increase in these exemptions will
result in a decrease in the tax benefits gained by holders of Florida
municipal bonds relative to holders of non-exempt securities. Therefore, it
is anticipated that municipal bonds of other states will begin to look
equally attractive to Florida residents. With the anticipated decline in
sales popularity of Florida municipal bond funds, spreads between municipal
bonds of other states and bonds issued by the State of Florida are expected
to tighten to the detriment of shareholders of the Fund.

In response to changes in exemptions to the Florida intangible personal
property tax resulting in diminished benefits of investing in a Florida
municipal bond fund, the Manager recommended, and the Board approved, a
proposal to change the Fund's investment objective to become a high yield
national municipal bond fund.

PROPOSAL 2: TO APPROVE CHANGES TO THE FUND'S INVESTMENT OBJECTIVE; INDUSTRY
CONCENTRATION AND NON-DIVERSIFICATION POLICY

Proposal 2 is composed of three sub-proposals. Shareholders are
requested to vote on each of the three sub-proposals separately.
Implementation of the changes proposed in each of the three sub-proposals is
contingent upon the approval of all of the sub-proposals. If all of the
sub-proposals are approved, the effective date of Proposal 2 will be delayed
until the Fund's prospectus can be updated to reflect the changes. If any
sub-proposal in Proposal 2 is not approved, then all the investment policies
covered in Proposal 2 will remain unchanged.

A. Investment Objective

As stated above, the Fund is a state-specific municipal bond fund, the
investment objective of which is to seek as high a level of current interest
income exempt from federal income taxes for individual investors as is
available from municipal securities, consistent with the preservation of
capital. The Fund seeks to offer investors the opportunity to own fund shares
exempt from Florida intangible personal property taxes.

In order to achieve the Fund's investment objective, the Fund invests
mainly in Florida municipal securities that pay interest exempt from federal
personal income taxes. Additionally, the Fund invests in Florida municipal
securities (and certain other permitted securities), so that its shares will
be exempt from the Florida tax on intangible personal property. These
securities primarily include municipal bonds (which are debt obligations
having a maturity of more than one (1) year when issued), municipal notes
(short-term obligations), and interests in municipal leases. Most of the
securities the Fund buys must be "investment grade" (securities rated in the
four (4) highest rating categories of national rating organizations, such as
Moody's Investor Services), although the Fund can hold lower-grade securities
as well.

Under normal market conditions, the Fund attempts to invest 100% of its
assets in municipal securities, and invests at least 65% of its assets in
Florida municipal securities. As a fundamental policy, the Fund invests at
least 80% of its assets in municipal securities. The Fund does not limit its
investments to securities of a particular maturity, and may hold both
long-term and short-term securities.

With the decrease in the relative tax benefit afforded holders of
Florida municipal bonds resulting from the increase in the exempt value of
intangible personal property held by natural persons, it is anticipated that
municipal bonds of other states will begin to look equally attractive to
Florida residents. With the anticipated decline in sales popularity of
Florida municipal bond funds, spreads between municipal bonds of other states
and bonds issued by the State of Florida are expected to tighten, to the
detriment of shareholders of the Fund. While the relative tax benefit to
shareholders of the Fund decreases, the risk of non-diversification
associated with an investment in the Fund remains the same, as discussed
below.

The Fund is a non-diversified fund, which means that, compared to funds
that are diversified, it can invest a greater portion of its assets in the
securities of one issuer, such as bonds issued by the State of Florida.
Having a greater percentage of its assets invested in the securities of fewer
issuers, particularly government issuers of one state, could result in
greater fluctuations of the Fund's share prices due to economic, regulatory
or political problems in Florida. Because the Fund focuses its investments
primarily on Florida municipal securities, the value of its portfolio
investments will be highly sensitive to events affecting the fiscal stability
of the State of Florida and its municipalities, authorities and other
instrumentalities that issue securities. The ability of the state government
and its agencies, authorities, instrumentalities and subdivisions (such as
cities, towns and counties) to meet their debt obligations depends primarily
on the availability of tax revenues and other revenues.

The financial condition of the state and those other agencies and local
governments may be affected from time to time by economic, political,
demographic and natural conditions. In addition, constitutional amendments,
legislative measures, executive orders and voter initiatives may limit a
government's power to raise revenues or increase taxes. That could adversely
affect the ability of an issuer of particular debt obligations to meet its
financial obligations. The market value and marketability of Florida
municipal securities and the availability of the interest income and
repayment of principal on those securities could be adversely affected by a
default or financial crisis relating to the State, its agencies, authorities,
instrumentalities and subdivisions.

The risk of non-diversification exists in any single state municipal
fund. However, with the recent increase in the exemption from Florida's
intangible personal property tax, many shareholders of the Fund will not
receive the tax benefits previously afforded by an investment in the Fund,
while still assuming the risks associated with non-diversification, as
described above.

After considering the impact on the Fund of the increased exemptions
from the Florida personal property intangible tax, the Manager recommended
and the Board approved proposing to shareholders of the Fund a change to the
investment objective of the Fund to seek a high level of current income
exempt from federal income taxes for individual investors as is available
from investing in a diversified portfolio of high-yield, lower-rated
municipal securities commonly referred to as "junk bonds". The Fund's
investment objective is a fundamental policy, and as such cannot be changed
without the approval of a majority of the Fund's outstanding voting shares.
The current and proposed investment objective is set forth below.

Current

The Fund seeks as high a level of current interest
income exempt from federal income taxes for individual
investors as is available from municipal securities,
consistent with preservation of capital. The Fund also
seeks to offer investors the opportunity to own fund
shares exempt from Florida intangible personal property
taxes.

Proposed

The Fund seeks a high level of current income exempt
from federal income taxes for individual investors by
investing in a diversified portfolio of high-yield,
municipal securities.

If shareholders vote to approve the change to the investment objective
of the Fund, the Fund will become a national high-yield municipal bond fund
and Ronald H. Fielding, CFA, Senior Vice President of the Manager, will serve
as the Fund's Portfolio Manager and Chief Strategist. Anthony A. Tanner,
CFA, will serve as Assistant Portfolio Manager. Both Mr. Fielding and Mr.
Tanner have extensive experience with high-yield municipal securities. They
currently manage three other Oppenheimer municipal bond funds, including
Rochester Fund Municipals, Limited Term New York Municipal Fund and
Oppenheimer Pennsylvania Municipal Fund.

As a national high-yield municipal bond fund, the Fund will, under normal
market conditions, continue to attempt to invest 100% of its assets in
municipal securities. As a fundamental policy, changeable only by the vote
of a majority of the outstanding voting securities of the Fund, the Fund will
invest at least 80% of its assets in municipal securities. However, the Fund
will no longer be required to invest at least 65% of its total assets in
Florida municipal securities. Furthermore, the Fund may invest a significant
portion of its total assets in high-yield municipal securities. Investment
in these types of securities is associated with special risks described
below. Lower-rated debt securities are those rated below "Baa" by Moody's
Investor Services, Inc. ("Moody's") or lower than "BBB" by Standard and Poor's
Rating Service ("SandP") or comparable ratings by other nationally-recognized
rating organizations (or, in the case of unrated securities, determined by
the Manager to be comparable to securities rated below investment grade). By
comparison, most of the municipal securities that the Fund currently invests
in are "investment-grade" at the time of purchase. Furthermore, the Fund
does not currently invest more than 25% of its total assets in municipal
securities that at the time of purchase are not "investment-grade."
"Investment-grade" securities are those rated within the four (4) highest
rating categories of Moody's, SandP, Fitch, Inc. or another nationally
recognized rating organization, or (if unrated), judged by the Manager to be
comparable to rated investment grade securities.

Currently, the Fund has a non-fundamental investment policy whereby it
will not invest more than 20% of its total assets in inverse floaters. If
this Proposal 2 is approved, it is proposed that the Fund's non-fundamental
investment policy on inverse floaters will be changed to permit the Fund to
invest up to 35% of its total assets in inverse floaters. Inverse floaters
are variable rate bonds that pay interest at rates that move in the opposite
direction of yields on short-term bonds in response to market changes.
Because interest rates on lower-rated municipal securities in which the Fund
proposes to invest if Proposal 2 is adopted are more volatile than interest
rates on investment grade municipal securities, additional investment
strategies may then be desirable to take advantage of or hedge against such
potential volatility. Such strategies may utilize inverse floaters. Inverse
floaters are a type of "derivative security" and are associated with special
risks. As interest rates rise, inverse floaters produce less current income,
and their market value can become volatile. Some have a "cap," so that if
interest rates rise above the "cap," the security pays additional interest
income. If rates do not rise above the "cap," the Fund will have paid an
additional amount for a feature that has proven to be worthless. If the
issuer of this type of derivative investment does not pay the amount due, the
Fund can lose money on its investment. Also, the underlying security or
investment on which the inverse floater is based, and the derivative itself,
may not perform the way the Manager expected it to perform. If that happens,
the Fund will generate less income than expected. As a result, its share
price could decline or the volatility of the Fund's share prices could
increase. Inverse floaters may be or become illiquid, making it difficult
for the Fund to sell them quickly at an acceptable price. By increasing the
amount of the Fund's assets that can be invested in inverse floaters, the
Fund will be subject to increased special risks associated with inverse
floaters, as described above.

There are special risks associated with investment in high-yield,
lower-grade debt securities. The credit risks of a fund that invests in
lower-grade securities are higher than those of funds that buy only
investment grade securities. Lower-grade debt securities may be subject to
greater market fluctuations and greater risks of loss of income and principal
than investment-grade debt securities. Securities that are (or that have
fallen) below investment grade are exposed to a greater risk that the issuers
of those securities might not meet their debt obligations. These risks can
reduce the Fund's share prices and the income it earns.

While investment grade securities are subject to risks of non-payment
of interest and principal, generally, higher yielding, lower-grade bonds,
whether rated or unrated, have greater risks than investment grade
securities. The market for lower-grade securities may be less liquid,
especially during times of general economic distress, and therefore they may
be harder to sell at an acceptable price.

Although an investment in a national high-yield municipal bond fund
will have higher credit risk than an investment in a single-state municipal
fund, shareholders of a national high yield municipal bond fund would not be
exposed to the risk of non-diversification currently associated with an
investment in the Fund. If the shareholders of the Fund vote to approve this
proposal, the investment policies of the Fund other than those discussed
herein will remain the same. However, the name of the Fund will be changed to
"Oppenheimer Rochester National Municipals."

B. Industry Concentration

The Fund currently has a fundamental investment policy prohibiting it
from "concentrating" its investments, that is, investing "to the extent of
25%" of its total assets in any one industry, excluding investments in
municipal securities in general or in Florida municipal securities, or in
securities issued or guaranteed by the United States government or its
agencies or instrumentalities. The Fund's Trustees propose that the Fund's
industry concentration policy remain fundamental, but be amended to state
that it applies to "25% or more" of the Fund's total assets and to clarify
that the policy does not apply to investments in securities issued by other
mutual funds. Furthermore, the Trustees propose that the exclusion regarding
Florida municipal securities be eliminated because, as a high yield municipal
bond fund, the exclusion of Florida municipal securities is unnecessary. The
current and proposed industry concentration policies are stated below.

Current

The Fund cannot concentrate its investments to the
extent of 25% of its total assets in any industry.
However, there is no limitation as to the Fund's
investments in municipal securities in general or in
Florida municipal securities, or in obligations issued
by the U.S. Government and its agencies or
instrumentalities.

Proposed

The Fund cannot invest 25% or more of its total assets
in any one industry. That limit does not apply to
municipal securities in general, to securities issued
or guaranteed by the U.S. government or its agencies
and instrumentalities or to securities issued by
investment companies.

The purpose of this proposal is to clarify the Fund's fundamental
policy on industry concentration and to conform the Fund's policy in this
area to one that is consistent with that of other Oppenheimer funds.
Furthermore, the Fund is a party to an exemptive order from the SEC
permitting it to enter into a fund-of-funds arrangement with other affiliated
funds and shareholder approval of this proposal is necessary to permit the
Fund to take advantage of the exemptive relief. Currently, the Fund does not
anticipate participating in a fund-of-funds arrangement. However, it may do
so in the future. Should shareholders approve this proposal, the Fund's
prospectus would have to be revised to reflect such a change in policy. The
Trustees believe that standardized policies will assist the Fund and the
Manager in maintaining compliance with the various investment policies to
which the Oppenheimer funds are subject.

C. Non-Diversification Policy

The Fund is presently "non-diversified" under the 1940 Act. This means
that the Fund can invest more of its assets in the securities of a single
issuer than a fund that is diversified. Being non-diversified poses
additional investment risks because, if the Fund invests more of its assets
in fewer issuers, the value of its shares is subject to greater fluctuations
from adverse conditions affecting any one of those issuers. This investment
policy is a fundamental policy that can only be changed by a shareholder
vote.

The Fund's Board of Trustees has approved a proposed change in the
Fund's diversification status. If approved by Fund shareholders, the Fund
would be "diversified." This means that as to 75% of its assets, no
individual security can represent more than 5% of the Fund's assets, and the
Fund could not own more than 10% of the issuer's voting securities. This
investment policy does not apply to securities issued by the U.S. Government
or any of its agencies or instrumentalities. The proposed fundamental
investment policy is set forth below.

Proposed

The Fund cannot buy securities issued or
guaranteed by any one issuer if more than 5% of
its total assets would be invested in securities
of that issuer or if it would then own more than
10% of that issuer's voting securities. That
restriction applies to 75% of the Fund's total
assets. 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.

The Fund intends to diversify its investments so that it will continue
to qualify as a "regulated investment company" under the Internal Revenue
Code, whether or not this proposal is adopted. This means that at the end of
each calendar quarter, as to 50% of the Fund's assets, no individual security
can represent 5% of the Fund's assets. In addition, no more than 25% of the
Fund's assets will be invested in the sovereign debt securities of any one
country, or in the securities of any one corporate issuer.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE EACH
SUB-PROPOSAL DESCRIBED ABOVE.

PROPOSAL 3: APPROVAL OF CHANGES TO THE FUND'S FUNDAMENTAL INVESTMENT POLICY
CONCERNING BORROWING

The 1940 Act imposes certain restrictions on the borrowing activities
of mutual funds. The restrictions on borrowing are designed to protect
shareholders and their investment in a fund by limiting a fund's ability to
leverage its assets. Leverage exists when a fund has the right to a return
on an investment that exceeds the amount the fund contributed to the
investment. Borrowing money to make an investment is an example of how a
fund leverages its assets. The use of leverage exposes shareholders and
their investments in a fund to a greater risk of loss. For example,
borrowing may cause the value of a fund's shares to be more volatile than if
the fund did not borrow. A fund's borrowing policy must be a fundamental
investment policy.

A mutual fund may borrow money to meet redemptions in order to avoid
forced, unplanned sales of portfolio securities. This technique allows a
fund greater flexibility to buy and sell portfolio securities for investment
or tax considerations rather than for cash flow considerations.

Under the 1940 Act, the maximum amount a mutual fund currently may
borrow from banks is one-third of its total assets (including the amount
borrowed). A fund may borrow up to 5% of its total assets for temporary
purposes from any person. Under the 1940 Act, there is a rebuttable
presumption that a loan is temporary if it is repaid within 60 days and not
extended or renewed.

The Fund is currently subject to a fundamental investment policy
concerning borrowing which is more restrictive than required by the 1940
Act. The Trustees propose that the Fund's policy on borrowing be amended to
permit the Fund to borrow to the extent permitted by law, rule or regulation.
As amended, the Fund's policy on borrowing would remain a fundamental policy
changeable only by the vote of a majority of the outstanding voting
securities of the Fund as defined in the 1940 Act.

The current and proposed fundamental investment policies are set forth
below.

Current

The Fund cannot borrow money or securities for any
purposes except that (a) borrowing up to 10% of the
Fund's total assets from banks and/or affiliated
investment companies as a temporary measure for
extraordinary or emergency purposes and (b) borrowing
up to 5% of the Fund's total assets from banks for
investment purposes, is permitted. As a fundamental
policy, borrowings can be made only to the extent that
the value of the Fund's assets, less its liabilities
other than borrowings, is equal to at least 300% of all
borrowings (including the proposed borrowing). If the
value of the Fund's assets fails to meet this 300%
asset coverage requirement, the Fund is required to
reduce its bank debt within three (3) days to meet the
requirement.

Proposed

The Fund may not borrow money, except to the extent
permitted under the 1940 Act, the rules or regulations
thereunder or any exemption therefrom that is
applicable to the fund, as such statute, rules or
regulations may be amended or interpreted from time to
time.

If shareholders approve this proposal, the Fund's current fundamental
policy will be replaced by the proposed fundamental policy and the Fund's
prospectus will be revised to reflect the 1940 Act's current restrictions
regarding borrowing. If approved, the proposed policy concerning borrowing
would increase the Fund's ability to borrow up to the limits set by the 1940
Act.

There are risks associated with borrowing. The Fund will pay interest
on the money that it borrows, and that interest expense will raise the
overall expenses of the Fund and reduce its returns. If it does borrow, its
expenses will be greater than comparable funds that do not borrow for
"leverage." Leverage is a technique whereby a fund borrows from banks on an
unsecured basis and invests those borrowed funds in portfolio securities. The
interest on the loan may be more (or less) than the yield on the securities
purchased with the loan proceeds. Additionally, the Fund's net asset value
might fluctuate more than that of funds that do not borrow, thus, the value
of the Fund's shares may be more volatile than if the Fund did not borrow.
Currently, the Fund does not anticipate that its borrowings would exceed five
(5) percent of its net assets.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL.

PROPOSAL 4: APPROVAL OF A NEW CLASS B 12b-1 DISTRIBUTION AND SERVICE PLAN AND
AGREEMENT

Class B shares of the Fund were first offered to the public on October
1, 1993. Also on October 1, 1993, the Fund adopted a Distribution and
Service Plan and Agreement for Class B shares. In 1994, the Board of Trustees
approved an amendment to the Fund's Class B Distribution and Service Plan to
eliminate a provision that would require the Fund to continue to make
payments to OppenheimerFunds Distributor, Inc. (the "Distributor") after a
termination of the Distribution and Service Plan and Agreement.

At a meeting of the Board of Trustees held April 13, 2000, the Manager
proposed the adoption of a new Distribution and Service Plan (the "Proposed
Plan") which is a "compensation type plan" instead of the current
"reimbursement type plan." The Fund's Board of Trustees, including a
majority of the Independent Trustees, approved the Proposed Plan, subject to
shareholder approval, and determined to recommend the Proposed Plan for
approval by the shareholders. A copy of the Proposed Plan is attached as
Exhibit A to this proxy statement, and is hereby submitted to Class B
shareholders for approval.

Rule 12b-1 of the 1940 Act permits the Fund to adopt both the Proposed
Plan and the current Distribution and Service Plan and Agreement (the
"Current Plan") and each plan conforms with the rules of the National
Association of Securities Dealers, Inc. ("NASD"). The payments under the
Proposed Plan will remain subject to the limits imposed by the NASD.

Description of the Distribution and Service Plans. Under both the Proposed
Plan and the Current Plan, the Fund makes payments to the Distributor for its
services in connection with the distribution of Class B Shares and the
personal service and maintenance of accounts that hold Class B shares. The
Fund pays the Distributor an asset-based sales charge of 0.75% per year of
Class B shares outstanding for no more than six years, and the Fund also pays
the Distributor a service fee of 0.15% per year. The Current Plan and the
Proposed Plan sets the service fee at 0.25% per year but the Board has
voluntarily reduced the service fee to 0.15%. Each fee is computed on the
average annual net assets of Class B shares of the Fund.

Service Fee. Under the Proposed Plan and the Current Plan, the
Distributor pays certain brokers, dealers, banks or other persons or entities
("Recipients") a service fee of 0.15% for providing personal services to
Class B shareholders and for maintenance of shareholder accounts by those
Recipients. The services rendered by Recipients in connection with personal
services and the maintenance of Class B shareholder accounts may include, but
are not limited to, the following: answering routine inquiries from the
Recipient's customers concerning the Fund, assisting in the establishment and
maintenance of accounts or sub-accounts in the Fund and processing share
redemption transactions, making the Fund's investment plans and dividend
payment options available, and providing such other information and services
in connection with the rendering of personal services and/or the maintenance
of accounts, as the Distributor or the Fund may reasonably request. The
Distributor is permitted under the Proposed and Current Plans to retain
service fee payments to compensate it for rendering such services.

Under the Proposed Plan and Current Plan service fee payments by the
Distributor to Recipients are made (i) in advance for the first year Class B
shares are outstanding, following the purchase of shares, in an amount equal
to 0.15% of the net asset value of the shares purchased by the Recipient or
its customers and (ii) thereafter, on a quarterly basis, computed as of the
close of business each day at an annual rate of 0.15% of the net asset value
of Class B shares held in accounts of the Recipient or its customers. In the
event Class B shares are redeemed less than one year after the date such
shares were sold, the Recipient is obligated to repay to the Distributor on
demand a pro rata portion of such advance service fee payments, based on the
ratio of the remaining period to one year.

The main difference between the Proposed and Current Plan for the
payment of the service fee is that under the Current Plan, the Fund
reimburses the Distributor for service fee payments made to Recipients.
Under the Proposed Plan, the Fund will pay the Distributor a service fee at a
flat rate of 0.15% per annum without regard to the Distributor's expenses.
Under the Current Plan, the full 0.15% service fee paid by the Fund is, in
effect, passed through the Distributor and paid to Recipients for the
Recipient's services in servicing accounts and personal services to account
holders. It is anticipated that under the Proposed Plan the full 0.15%
service fee currently paid by the Fund will continue to be passed through the
Distributor and paid to Recipients. The amount of the service fee payments
made by the Fund is not expected to increase as a result of this proposal
should the Proposed Plan be approved by shareholders.

Asset-Based Sales Charge. The Current Plan, a reimbursement type plan,
provides that the Fund will pay the Distributor on a monthly basis an
asset-based sales charge at an annual rate of 0.75% of the net asset value of
Class B Shares outstanding to reimburse the Distributor for its expenses in
rendering services in connection with the distribution of the Fund's Class B
shares. Under the Current Plan, the distribution assistance and
administrative support services rendered by the Distributor in connection
with the sales of Class B shares may include: (i) paying sales commissions to
any broker, dealer, bank or other institution that sells the Fund's Class B
shares; (ii) paying compensation to and expenses of personnel of the
Distributor who support distribution of Class B shares by Recipients; (iii)
paying or reimbursing the Distributor for interest and other borrowing costs
incurred on any unreimbursed expenses carried forward to subsequent fiscal
quarters; (iv) other direct distribution costs of the type approved by the
Board, including without limitation the costs of sales literature,
advertising and prospectuses (other than those furnished to current
shareholders) and state "blue sky" registration expenses; and (v) any
services rendered by the Distributor that a Recipient may render as described
above.

The Proposed Plan, a compensation type plan, provides that the Fund
will pay the Distributor on a monthly basis an asset-based sales charge at an
annual rate of 0.75% of the net asset value of Class B Shares outstanding to
compensate the Distributor for providing distribution assistance in
connection with the distribution of the Fund's Class B Shares. Under the
Proposed Plan, the distribution assistance and administrative support
services rendered by the Distributor in connection with the distribution of
Class B Shares may include: (i) paying sales commissions to any broker,
dealer, bank or other person or entity that sells and services the Fund's
Class B Shares; (ii) paying compensation to and expenses of personnel of the
Distributor who support distribution of Class B Shares by Recipients; (iii)
obtaining financing or providing such financing from its own resources, or
from an affiliate, for interest and other borrowing costs of the
Distributor's unreimbursed expenses, incurred in rendering distribution
assistance and administrative support services for Class B Shares; and (iv)
paying certain other direct distribution expenses.

Other distribution assistance rendered by Recipients under either Plan
may include, but shall not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to current Class B
shareholders, providing compensation to and paying expenses of personnel of
the Recipient who support the distribution of Class B shares by the
Recipient, and providing such other information and services in connection
with the distribution of Class B shares as the Distributor or the Fund may
reasonably request.

The Proposed Plan further provides that payments may be made in
connection with Class B Shares acquired (i) by purchase, (ii) in exchange for
shares of another investment company for which the Distributor serves as
distributor or sub-distributor, or (iii) pursuant to a plan of reorganization
to which the Fund is a party.

Under both Plans, the Distributor pays sales commissions from its own
resources to Recipients at the time of sale currently equal to 3.85% of the
purchase price of Class B Fund shares sold by such Recipient, and advances
the first year service fee of 0.15%. The Proposed Plan provides that the
Distributor may advance the service fee for the first year at the time of
sale, pay the service fee quarterly or pay the service fee more frequently
than quarterly. The Proposed Plan also provides that the Distributor may pay
the asset-based sales charge on Class B shares instead of paying the
commission. The Distributor retains the service fee and the asset-based sales
charge during the first year shares are outstanding to recoup the sales
commissions it pays, the advances of service fee payments it makes, and its
financing costs. Thereafter, the Distributor pays the service fee to
Recipients and retains the asset-based sales charge.

Asset-based sales charge payments are designed to permit an investor to
purchase shares of the Fund without paying a front-end sales load and at the
same time permit the Distributor to compensate Recipients in connection with
the sale of Class B shares of the Fund. The Distributor and the Fund
anticipate that it will take a number of years for the Distributor to recoup
the sales commissions paid to Recipients and other distribution-related
expenses, from the Fund's payments to the Distributor under the Class B Plan,
and from the contingent deferred sales charge deducted from redemption
proceeds for Class B shares redeemed within six years of their purchase, as
described in the Fund's prospectus.

Like the Current Plan, the Proposed Plan contains a provision which
provides that the Board may allow the Fund to continue payments to the
Distributor for Class B shares sold prior to termination of the Plan.
Pursuant to this provision, payment of the service fee and the asset-based
sales charge could be continued by the Board after termination.

Like the service fee, the main difference between the Proposed and
Current Plans regarding payment of the asset-based sales charge is that under
the Current Plan, the Fund reimburses the Distributor for its services
rendered and, under the Proposed Plan, the Fund will pay the Distributor at a
flat rate of 0.75% per annum without regard to the Distributor's expenses.
As discussed below, it is possible that the Fund will, over time, pay more
under the Proposed Plan than under the Current Plan. This possibility is due
to the fact that the length of time over which the Fund's payments will
continue under the Proposed Plan is not limited by any reimbursement factor,
and the Fund's payments may thus continue for a longer period of time than
under the Current Plan.

Additional Information. Both Plans have the effect of increasing
annual expenses of Class B Shares of the Fund by up to 1.00% of the class's
average annual net assets from what those expenses would otherwise be.
Payments by the Fund to the Distributor under the Current Plan for the fiscal
year ended July 31, 2000 were $192,858 (1% of the Fund's average net assets
represented by Class B Shares during that period), of which the Distributor
paid $53 to an affiliate of the Distributor and retained $154,110 as
reimbursement for Class B sales commissions and service fee advances, as well
as financing costs. The balance was paid to Recipients not affiliated with
the Distributor.

If the Class B shareholders approve this proposal, the Proposed Plan
shall, unless terminated as described below, become effective upon
shareholder approval or such later date as the Fund's officers may determine
and continue in effect until December 31, 2001 and from year to year
thereafter only so long as such continuance is specifically approved, at
least annually, by the Fund's Board of Trustees and its Independent Trustees
by a vote cast in person at a meeting called for the purpose of voting on
such continuance. Either Plan may be terminated at any time by a 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 Class B
shares. Neither the Current Plan, nor the Proposed Plan may be amended to
increase materially the amount of payments to be made without approval by
Class B shareholders. All material amendments to either plan must be approved
by a majority of the Independent Trustees. If the Class B shareholders do not
approve this proposal, the Current Plan will remain in effect.

Each of the Proposed Plan and the Current Plan provides that while it
is in effect, the selection and nomination of those Trustees of the Fund who
are not "interested persons" of the Fund or the Manager is committed to the
discretion of the Independent Trustees. This requirement does not prevent
the involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of the
Independent Trustees.

Under either plan, the Board of Trustees may determine that no payment
for service fees or asset-based sales charges will be made to any Recipient
in any quarter if the aggregate net asset value of all Fund shares held by
the Recipient for itself and its customers does not exceed a minimum amount,
if any, that may be fixed from time to time by a majority of the Independent
Trustees. Under both Plans, the Board of Trustees has set the fee at the
maximum rate and set no minimum amount. Each Plan permits the Distributor and
the Manager to make additional distribution payments to Recipients from their
own resources (including profits from management fees) at no cost to the
Fund. The Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of distribution assistance payments they make to
Recipients from their own assets.

Analysis of the Proposed Plan by the Board of Trustees. In considering
whether to recommend the Proposed Plan for approval, the Board requested and
evaluated information it deemed necessary to make an informed determination.
The Board, including the Independent Trustees, did not single out any factor
or group of factors as being more important than other factors, but
considered such matters together in arriving at its decision. The Board found
that there is a reasonable likelihood that the Proposed Plan benefits the
Fund and its Class B shareholders by providing financial incentives to
financial intermediaries to attract new Class B shareholders to the Fund and
by assisting the efforts of the Fund and the Distributor to service and
retain existing shareholders and attract new investors.

The Proposed Plan enables the Fund and the Distributor to offer
investors in the Fund alternative ways to purchase shares. This arrangement
allows the Fund to be competitive with similar funds, including funds that
impose sales charges, provide financial incentives to institutions that
direct investors to such funds, and provide shareholder servicing and
administrative services.

The Distributor identified two main difficulties with the Current
Plan. These involve accurately following certain distribution expenses when
exchanges among the funds occur, and the Distributor's inability to recover
its distribution-related expenses when funds enter into reorganization
agreements.

The Fund and the other mutual funds in the OppenheimerFunds complex
have arrangements so that a shareholder of one fund may exchange his or her
shares for the shares of one or more other Oppenheimer funds. Over time, a
shareholder will enter into a number of exchanges.

The Distributor advised the Board that the Distributor could not at
this time design and implement an expedient and cost-effective accounting
system to follow expenses of the sales commission, service fee payment and
other distribution-related expenses on a per share basis as exchanges occur.
As a result, the Distributor may not receive full reimbursement for its
distribution-related expenses under the Current Plan.

It occasionally happens that, for various reasons, it is desirable for
one fund to reorganize into another fund when it is anticipated that such
reorganization will benefit the funds involved. When reorganizations occur,
the Distributor currently must write off and thus is unable to recover
previously spent, but unrecovered, distribution expenses for the fund which
will go out of existence.

The compensation-type Plan proposed for approval will eliminate the
foregoing difficulties and allow the Distributor to continue to provide
exchanges and reorganizations without having to risk the loss of, in some
cases, substantial amounts of money previously spent for distribution. The
Proposed Plan expressly provides that the distribution and administrative
support services under the Proposed Plan may be rendered in connection with
Class B shares issued by the Fund in exchanges for other Oppenheimer funds
and in a reorganization with another mutual fund.

The Distributor advised the Board that under the Proposed Plan, it will
be able to track its expenses of distribution for the Oppenheimer Funds
complex, and that it will also be able reasonably to identify its
distribution costs with respect to the Fund and each other Oppenheimer fund
by allocating the Distributor's distribution expenses among the funds in the
complex according to sales. While not a precise method, the Board concluded
that this method of allocating distribution expenses to the Fund is a
reasonable manner by which to identify the Distributor's expenses in
distributing the Fund's shares.

The Board considered that a wide range of different situations might
occur in the future regarding the sale and redemption of Fund shares. It is
possible under the current reimbursement Plan for the Fund's payments to be
substantially reduced or cease when limited to reimbursement to the
Distributor for its costs. The Board concluded that this type of situation
is unlikely to occur. The Board also recognized that superior investment
performance could result in larger amounts paid by the Fund under the
Proposed Plan and the Distributor's recovery of more Plan payments from the
Fund than the Distributor had expended on the Fund. Other differing
scenarios were also reviewed.

The level of annual payments by the Fund under the Proposed Plan will
not increase over, and are not anticipated to be less than, the amounts
currently paid by the Fund. Under the Proposed Plan, however, over time, the
Fund's Plan payments may exceed the amount which the Fund might pay under the
Current Plan. The length of time over which the Fund's payments will
continue under the Proposed Plan is not limited by any reimbursement factor,
and the Fund's payments may thus continue for a longer period of time than
under the Current Plan, potentially increasing the amount of Plan payments
which reduce the dividends and total return on Fund shares. The Board also
recognized that Class B shares convert to Class A shares at the end of six
years after their purchase.

The Board concluded that it is extremely difficult to predict
purchases, sales and exchanges by shareholders, and how future individual,
market and economic events may influence individual investor decisions. The
Board thus concluded that it is not reasonably possible to determine with any
degree of certainty at this time whether the Fund will pay more under the
Proposed Plan than it would under the Current Plan. The Distributor has
agreed to provide the Board with certain quarterly reports as to the amount
of payments made by the Fund under the Proposed Plan and the purpose for
which payments were made (similar to the reports the Distributor currently
provides to the Trustees under the Current Plan). The Distributor will
provide extensive annual reports to the Board which set forth the
Distributor's allocated distribution-related expenses and recovery of
expenses by the Distributor from the asset-based sales charges and contingent
deferred sales charges, and information on sales, redemptions and exchanges
of Fund shares and related data.

The Board determined that under these quarterly and annual reports, the
Board will be provided with adequate information about the payments which the
Fund makes to the Distributor, about the payments which the Distributor makes
and receives in connection with the distribution of the Fund's shares, and
about the Distributor's other distribution expenses. The Board anticipates
that with this information, the Board will be able to review each year the
benefits which the Fund is receiving from the plan payments it makes to
determine if the Fund is benefiting at a level commensurate with those
payments.

Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a mutual
fund's distributor and to brokers, dealers, banks and other financial
institutions has become common in the mutual fund industry. Competition
among brokers and dealers for these types of payments has intensified. The
Trustees concluded that promotion, sale and servicing of mutual fund shares
and shareholders through various brokers, dealers, banks and other financial
institutions is a successful way of distributing shares of a mutual fund.

The Trustees concluded that without an effective means of selling and
distributing Fund shares and servicing shareholders and providing account
maintenance, shareholders may redeem shares, or not buy more shares, and if
assets decline, expenses may increase on a per share basis. By providing an
alternative means of acquiring Fund shares, the Distribution and Service Plan
proposed for shareholder approval is designed to stimulate sales by and services
from many types of financial institutions.

The Trustees recognize that the Manager will benefit from the Proposed
Plan through larger investment advisory fees resulting from an increase in
Fund assets, because its investment advisory fees are based upon a percentage
of net assets of the Fund. The Manager advised the Trustees that a
compensation plan could possibly decrease the time necessary for the
Distributor to recover, and could possibly increase the likelihood that the
Distributor might actually recover, the costs of distributing Class B
shares. If either were to occur, the profits of the Manager, which is the
parent company of the Distributor, would be increased. The Board, including
each of the Independent Trustees, determined that the Proposed Plan is in the
best interests of the Fund, and that its adoption has a reasonable likelihood
of benefiting the Fund and its Class B shareholders. In its annual review of
the Proposed Plan, the Board will consider the continued appropriateness of
the distribution and service plan, including the level of payments provided
for therein.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL.
INFORMATION ABOUT THE FUND

Fund Information. As of June 19, 2001, the Fund had 5,366,290.95 shares
outstanding, consisting of 3,440,806.523 Class A, 1,702,752.415 Class B, and
222,732.012 Class C shares. Each share has voting rights as stated in this
Proxy Statement and is entitled to one vote for each share (and a fractional
vote for a fractional share).

Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients as well as the number of shares held by other shareholders of record
may exceed 5% of the total shares outstanding. As of June 19, 2001, Merrill
Lynch Pierce Fenner and Smith for the sole benefit of its customers, 4800 Deer
Lake Drive, Jacksonville, FL 32246, held 250,299.675 or 14.69% of the
outstanding Class B shares of the Fund and held 31,554.094 or 14.16% of the
outstanding Class C shares of the Fund; PaineWebber for the sole benefit of
its customer, 4271 Bocaire Boulevard, Boca Raton, FL 33487-1151 held
23,291.467 or 10.45% of the outstanding Class C shares of the Fund; NFSC for
the sole benefit of its customer, 61 Osprey Village Drive, Amelia Island, FL
32034 held 20,303.469 or 9.11% of the outstanding Class C shares of the
Fund; Donaldson Lufkin Jenrette Securities Corporation, Inc., P.O. Box 2052,
Jersey City, NJ 07303-9998 held 13,740.949 or 6.16% of the outstanding
shares of Class C shares of the Fund; Billie J. Houze, 637 Woodbridge Drive,
Melbourne, Fl 32940-1738 held 12,106.869 or 5.43% of the outstanding Class C
shares of the Fund and Doris Weisman, 32 Crescent Avenue, Buffalo, NY
14214-2603 held 11,599.319 or 5.20% of the outstanding shares of Class C
shares of the Fund.

The Manager, the Distributor and the Transfer Agent. Subject to the authority
of the Board of Trustees, the Manager is responsible for the day-to-day
management of the Fund's business pursuant to its investment advisory
agreement with the Fund. OppenheimerFunds Distributor, Inc. (the
"Distributor"), a wholly owned subsidiary of the Manager, is the general
distributor of the Fund's shares. OppenheimerFunds Services, a division of
the Manager, located at 6803 South Tucson Way, Englewood, CO 80112, serves as
the transfer and shareholder servicing agent (the "Transfer Agent") for the
Fund, for which it was paid $7,130 by the Fund during the fiscal year ended
July 31, 2000.

The Manager (including affiliates) managed assets of more than $120 billion
at June 30, 2001, including more than 65 funds having more than 5 million
shareholder accounts. The Manager is a wholly owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company ("MassMutual"). The Manager, the Distributor
and OAC are located at Two World Trade Center, New York, New York 10048.
MassMutual is located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Manager on October 22, 1990. As indicated below, the common
stock of OAC is owned by (i) certain officers and/or directors of the
Manager, (ii) MassMutual and (iii) another investor. No institution or person
holds 5% or more of OAC's outstanding common stock except MassMutual.
MassMutual has engaged in the life insurance business since 1851.

The common stock of OAC is divided into three classes. At December 31, 2000,
MassMutual held (i) all of the 21,600,000 shares of Class A voting stock,
(ii) 11,037,845 shares of Class B voting stock, and (iii) 19,154,597 shares
of Class C non-voting stock. This collectively represented 92.34% of the
outstanding common stock and 91.7% of the voting power of OAC as of that
date. Certain officers and/or directors of the Manager held (i) 2,562,990
shares of the Class B voting stock, representing 5.38% of the outstanding
common stock and 7.2% of the voting power, (ii) 456,268 shares of Class C
non-voting stock, and (iii) options acquired without cash payment which, when
they become exercisable, allow the holders to purchase up to 8,043,773 shares
of Class C non-voting stock. That group includes persons who serve as
officers of the Fund and Bridget A. Macaskill, who serves as a Trustee of the
Fund.

Holders of OAC Class B and Class C common stock may put (sell) their shares
and vested options to OAC or MassMutual at a formula price (based on, among
other things, the revenue, income, working capital, and excess cash of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price. From the period June 30, 1999 to December 31, 2000, the only
transactions by persons who serve as Trustees of the Fund were by Ms.
Macaskill who surrendered for cancellation 451,540 options to MassMutual for
combined cash payments of $15,483,899.

The names and principal occupations of the executive officers and directors
of the Manager are as follows: John Murphy, President, Chief Executive
Officer and a director; James C. Swain, Vice Chairman; Jeremy Griffiths,
Executive Vice President, Chief Financial Officer and a director; O. Leonard
Darling, Vice Chairman, Executive Vice President, Chief Investment Officer,
and a director; Andrew J. Donohue, Executive Vice President, General Counsel
and a director; George Batejan, Executive Vice President and Chief
Information Officer; Craig Dinsell, Loretta McCarthy, James Ruff and Andrew
Ruotolo, Executive Vice Presidents; Brian W. Wixted, Senior Vice President
and Treasurer; and Charles Albers, Victor Babin, Bruce Bartlett, Robert A.
Densen, Ronald H. Fielding, Robert B. Grill, Robert Guy, Steve Ilnitzki, Lynn
Oberist Keeshan, Thomas W. Keffer, Avram Kornberg, John S. Kowalik, Chris
Leavy, Andrew J. Mika, David Negri, David Robertson, Richard Rubinstein,
Arthur Steinmetz, John Stoma, Jerry A. Webman, William L. Wilby, Donna Winn,
Carol Wolf, Kurt Wolfgruber, Robert G. Zack, and Arthur J. Zimmer, Senior
Vice Presidents. These officers are located at one of the three offices of
the Manager: Two World Trade Center, New York, NY 10048-0203; 6803 South
Tucson Way, Englewood, CO 80112;and 350 Linden Oaks, Rochester, NY 14625-2807.

Custodian. Citibank, N.A., 399 Park Avenue, New York, NY 10043, acts as
custodian of the Fund's securities and other assets.

Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund, including financial statements of the Fund for the
fiscal year ended July 31, 2000, has previously been sent to shareholders.
The Semi-Annual Report to Shareholders of the Fund as of January 31, 2001
also has previously been sent to shareholders. Upon request, shareholders may
obtain without charge a copy of the Annual Report and Semi-Annual Report by
writing the Fund at the address above, calling the Fund at 1.800.525.7048 or
visiting the Manager's web site at www.oppenheimerfunds.com. The Fund's
transfer agent will provide a copy of the reports promptly upon request.

To avoid sending duplicate copies of materials to households, the Fund mails
only one copy of each annual and semi-annual report 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 expenses.

If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at
1.800.525.7048. You may also notify the Transfer Agent in writing.
Individual copies of prospectuses and reports will be sent to you within 30
days after the Transfer Agent receives your request to stop householding.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. The cost of preparing, printing and mailing the
proxy ballot, notice of meeting, and this Proxy Statement and all other costs
incurred with the solicitation of proxies, including any additional
solicitation by letter, telephone or otherwise, will be paid by the Fund. In
addition to solicitations by mail, officers of the Fund or officers and
employees of the Transfer Agent, without extra compensation, may conduct
additional solicitations personally or by telephone.
Proxies also may be solicited by a proxy solicitation firm hired at the
Fund's expense to assist in the solicitation of proxies. As the Meeting date
approaches, certain shareholders of the Fund may receive telephone calls from
a representative of the solicitation firm if their vote has not yet been
received. Authorization to permit the solicitation firm to execute proxies
may be obtained by telephonic instructions from shareholders of the Fund.
Proxies that are obtained telephonically will be recorded in accordance with
the procedures set forth below. These procedures have been designed to
reasonably ensure that the identity of the shareholder providing voting
instructions is accurately determined and that the voting instructions of the
shareholder are accurately recorded.

In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address,
the last four digits of the shareholder's social security or employer
identification number, title (if the shareholder is authorized to act on
behalf of an entity, such as a corporation) and to confirm that the
shareholder has received the Proxy Statement and ballot in the mail. If the
information solicited agrees with the information provided to the
solicitation firm, the solicitation firm representative has the
responsibility to explain the process, read the proposals listed on the proxy
ballot, and ask for the shareholder's instructions on such proposals. The
solicitation firm representative, although he or she is permitted to answer
questions about the process, is not permitted to recommend to the shareholder
how to vote. The solicitation firm representative may read any
recommendation set forth in the Proxy Statement. The solicitation firm
representative will record the shareholder's instructions. Within 72 hours,
the shareholder will be sent a letter or mailgram to confirm his or her vote
and asking the shareholder to call the solicitation firm immediately if his
or her instructions are not correctly reflected in the confirmation.

It is anticipated the cost of engaging a proxy solicitation firm would not
exceed $15,000 plus the additional costs, that may be substantial, incurred
in connection with contacting those shareholders that have not voted.
Brokers, banks and other fiduciaries may be required to forward soliciting
material to their principals and to obtain authorization for the execution of
proxies. For those services, they will be reimbursed by the Fund for their
expenses.

If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the
proxy ballot originally sent with the Proxy Statement in the postage paid
envelope provided or attend in person. Should shareholders require
additional information regarding the proxy ballot or a replacement proxy
ballot, they may contact us toll-free at 1.800.525.7048. Any proxy given by
a shareholder, whether in writing or by telephone, is revocable as described
below under the paragraph entitled "Revoking a Proxy."

Please take a few moments to complete your proxy promptly. You may provide
your completed proxy via facsimile, telephonically or by mailing the proxy
ballot in the postage paid envelope provided. You also may cast your vote by
attending the Meeting in person.

Telephone Voting. The Fund has arranged to have votes 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.

Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the
benefit of its customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) vote, as record holder of such shares, for the election
of Trustees and on the proposals in the same proportion as that broker-dealer
votes street account shares for which it has received voting instructions in
time to be voted. Beneficial owners of street account shares cannot vote in
person at the meeting. Only record owners may vote in person at the
meeting.

A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on that matter. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.

Quorum. A majority of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares
over which broker-dealers have discretionary voting power, shares that
represent broker non-votes and shares whose proxies reflect an abstention on
any item are all counted as shares present and entitled to vote for purposes
of determining whether the required quorum of shares exists.

Required Vote. Persons nominated as Trustees must receive a plurality of the
votes cast, which means that the eleven (11) nominees receiving the highest
number of affirmative votes cast at the Meeting will be elected as long as
the votes FOR a nominee exceed the votes AGAINST that nominee. Approval of
Proposals 2 and 3 requires the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Fund
voting in the aggregate and not by class. Proposal 4 requires the
affirmative vote of a majority of the outstanding Class B Shares. As defined
in the 1940 Act, the vote of a majority of the outstanding shares means the
vote of (1) 67% or more of the 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.

How are votes counted? The individuals named as proxies on the proxy ballots
(or their substitutes) will vote according to your directions if your proxy
is received and properly executed, or in accordance with the instructions you
provide if you vote by telephone. You may direct the proxy holders to vote
your shares on a proposal by checking the appropriate box "FOR" or "AGAINST,"
or instruct them not to vote those shares on the proposal by checking the
"ABSTAIN" box. Alternatively, you may simply sign, date and return your
proxy ballot with no specific instructions as to the proposals. If you
properly execute and return a proxy but fail to indicate how the votes should
be cast, the proxy will be voted in favor of the election of each of the
nominees named in this Proxy Statement for Trustee and in favor of each
proposal.

Shares of the Fund may be held by certain institutional investors for the
benefit of their clients. If the institutional investor does not timely
receive voting instructions from its clients with respect to such Shares, the
institutional investor may be authorized to vote such Shares, as well as
Shares the institutional investor itself owns, in the same proportion as
Shares for which voting instructions from clients are timely received.

Revoking a Proxy. You may revoke a previously granted proxy at any time
before it is exercised by (1) delivering a written notice to the Fund
expressly revoking your proxy, (2) signing and forwarding to the Fund a
later-dated proxy, or (3) attending the Meeting and casting your votes in
person. Granted proxies typically will be voted at the final meeting, but
may be voted at an adjourned meeting if appropriate.

Shareholder proposals. The Fund is not required and does not intend to hold
shareholder meetings on a regular basis. Special meetings of shareholders may
be called from time to time by either the Fund or the shareholders (for
certain matters and under special conditions described in the Statement of
Additional Information). Under the proxy rules of the SEC, shareholder
proposals that meet certain conditions may be included in a fund's proxy
statement for a particular meeting. Those rules currently require that for
future meetings, the shareholder must be a record or beneficial owner of Fund
shares either (i) with a value of at least $2,000 or (ii) in an amount
representing at least 1% of the fund's securities to be voted, at the time
the proposal is submitted and for one year prior thereto, and must continue
to own such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the fund of any such proposal.
Under those rules, a proposal must have been submitted a reasonable time
before the Fund began to print and mail this Proxy Statement in order to be
included in this Proxy Statement. A proposal submitted for inclusion in the
Fund's proxy material for the next special meeting after the meeting to which
this Proxy Statement relates must be received by the Fund a reasonable time
before the Fund begins to print and mail the proxy materials for that
meeting. Notice of shareholder proposals to be presented at the Meeting must
have been received within a reasonable time before the Fund began to mail
this Proxy Statement. The fact that the Fund receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion in the
proxy material because there are other requirements under the proxy rules for
such inclusion.

OTHER MATTERS

The Trustees do not intend to bring any matters before the Meeting
other than Proposals 1 through 4 and the Trustees and the Manager are not
aware of any other matters to be brought before the Meeting by others.
Because matters not known at the time of the solicitation may come before the
Meeting, the proxy as solicited confers discretionary authority with respect
to such matters as properly come before the Meeting, including any
adjournment or adjournments thereof, and it is the intention of the persons
named as attorneys-in-fact in the proxy (or their substitutes) to vote the
proxy in accordance with their judgment on such matters.

In the event a quorum is not present or sufficient votes in favor of
one or more proposals set forth in the Notice of Meeting of Shareholders are
not received by the date of the Meeting, the persons named in the enclosed
proxy (or their substitutes) may propose and approve one or more adjournments
of the Meeting to permit further solicitation of proxies. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Meeting to be adjourned.
The persons named as proxies on the proxy ballots (or their substitutes) will
vote the Shares present in person or by proxy (including broker non-votes and
abstentions) in favor of such an adjournment if they determine additional
solicitation is warranted and in the interests of the Fund's shareholders. A
vote may be taken on one or more of the proposals in this proxy statement
prior to any such adjournment if a quorum is present, sufficient votes for
its approval have been received and it is otherwise appropriate.

By Order of the Board of Trustees,

Andrew J. Donohue, Secretary
July 24, 2001

AMENDED AND RESTATED

DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

With

OppenheimerFunds Distributor, Inc.

For Class B Shares of

Oppenheimer Florida Municipal Fund

This Amended and Restated Distribution and Service Plan and Agreement (the
"Plan") is dated as of the ___ day of ________, 2001, by and between
Oppenheimer Multi-State Municipal Trust, on behalf of Oppenheimer Florida
Municipal Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the
"Distributor").

1. The Plan. This Plan is the Fund's written distribution and service
plan for Class B shares of the Fund (the "Shares"), designed to comply with
the provisions of Rule 12b-1, as it may be amended from time to time (the
"Rule"), under the Investment Company Act of 1940 (the "1940 Act"). Pursuant
to this Plan the Fund will compensate the Distributor for its services in
connection with the distribution of Shares, and the personal service and
maintenance of shareholder accounts that hold Shares ("Accounts"). The Fund
may act as distributor of securities of which it is the issuer, pursuant to
the Rule, according to the terms of this Plan. The terms and provisions of
this Plan shall be interpreted and defined in a manner consistent with the
provisions and definitions contained in (i) the Fund's Registration
Statement, (ii) the 1940 Act, (iii) the Rule, (iv) Rule 2830 of the Conduct
Rules of the National Association of Securities Dealers, Inc., or any
amendment or successor to such rule (the "NASD Conduct Rules") and (v) any
conditions pertaining either to distribution-related expenses or to a plan of
distribution to which the Fund is subject under any order on which the Fund
relies, issued at any time by the U.S. Securities and Exchange Commission
("SEC").

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 person
or entity which: (i) has rendered assistance (whether direct, administrative
or both) in the distribution of Shares or has provided administrative support
services with respect to Shares held by Customers (defined below) of the
Recipient; (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 the sale of Shares; and (iii) has been
selected by the Distributor to receive payments under the Plan.

(b) "Independent Trustees" shall mean the members of the Fund's Board
of Trustees who are not "interested persons" (as defined in the 1940 Act) of
the Fund and who have no direct or indirect financial interest in the
operation of this Plan or in any agreement relating to this Plan.

(c) "Customers" shall mean such brokerage or other customers or
investment advisory or other clients of a Recipient, and/or accounts as to
which such Recipient provides administrative support services or is a
custodian or other fiduciary.

(d) "Qualified Holdings" shall mean, as to any Recipient, all Shares owned
beneficially or of record by: (i) such Recipient, or (ii) such Recipient's
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 more than one
person or entity would otherwise qualify as Recipients as to the same Shares,
the Recipient which is the dealer of record on the Fund's books as determined
by the Distributor shall be deemed the Recipient as to such Shares for
purposes of this Plan.

3. Payments for Distribution Assistance and Administrative Support
Services.

(a) Payments to the Distributor. In consideration of the payments
made by the Fund to the Distributor under this Plan, the Distributor shall
provide administrative support services and distribution assistance services
to the Fund. Such services include distribution assistance and
administrative support services rendered in connection with Shares (1) sold
in purchase transactions, (2) issued in exchange for shares of another
investment company for which the Distributor serves as distributor or
sub-distributor, or (3) issued pursuant to a plan of reorganization to which
the Fund is a party. If the Board believes that the Distributor may not be
rendering appropriate distribution assistance or administrative support
services in connection with the sale of Shares, then the Distributor, at the
request of the Board, shall provide the Board with a written report or other
information to verify that the Distributor is providing appropriate services
in this regard. For such services, the Fund will make the following payments
to the Distributor:

(i) Administrative Support Services Fees. Within forty-five
(45) days of the end of each calendar quarter, the Fund will make payments in
the aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during that calendar quarter of the aggregate net asset value of the Shares
computed as of the close of each business day (the "Service Fee"). Such
Service Fee payments received from the Fund will compensate the Distributor
for providing administrative support services with respect to Accounts. The
administrative support services in connection with Accounts may include, but
shall not be limited to, the administrative support services that a Recipient
may render as described in Section 3(b)(i) below.

(ii) Distribution Assistance Fees (Asset-Based Sales Charge).
Within ten (10) days of the end of each month, the Fund will make payments in
the aggregate amount of 0.0625% (0.75% on an annual basis) of the average
during the month of the aggregate net asset value of Shares computed as of
the close of each business day (the "Asset-Based Sales Charge") outstanding
until such Shares are repurchased or converted to another class of shares of
the Fund, provided, however, that a majority of the Independent Trustees may,
but are not obligated to, set a time period (the "Fund Maximum Holding
Period") from time to time for such payments. Such Asset-Based Sales Charge
payments received from the Fund will compensate the Distributor for providing
distribution assistance in connection with the sale of Shares.

The distribution assistance to be rendered by the Distributor in
connection with the Shares may include, but shall not be limited to, the
following: (i) paying sales commissions to any broker, dealer, bank or other
person or entity that sells Shares, and/or paying such persons "Advance
Service Fee Payments" (as defined below) in advance of, and/or in amounts
greater than, the amount provided for in Section 3(b) of this Agreement; (ii)
paying compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining financing or
providing such financing from its own resources, or from an affiliate, for
the interest and other borrowing costs of the Distributor's unreimbursed
expenses incurred in rendering distribution assistance and administrative
support services to the Fund; and (iv) paying other direct distribution
costs, including without limitation the costs of sales literature,
advertising and prospectuses (other than those prospectuses furnished to
current holders of the Fund's shares ("Shareholders")) and state "blue sky"
registration expenses.

(b) Payments to Recipients. The Distributor is authorized under the
Plan to pay Recipients (1) distribution assistance fees for rendering
distribution assistance in connection with the sale of Shares and/or (2)
service fees for rendering administrative support services with respect to
Accounts. 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, that may be set from time to time by a majority of the Independent
Trustees. All fee payments made by the Distributor hereunder are subject to
reduction or chargeback so that the aggregate service fee payments and
Advance Service Fee Payments do not exceed the limits on payments to
Recipients that are, or may be, imposed by the NASD Conduct Rules. 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 or retain such payments if the Distributor qualifies as a
Recipient.

(i) Service Fee. In consideration of the administrative support
services provided by a Recipient during a calendar quarter, the Distributor
shall make service fee payments to that Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter, at a rate not to
exceed 0.0625% (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 the
minimum period (the "Minimum Holding Period"), if any, that may 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: (i) "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 (ii) service fee payments at a
rate not to exceed 0.0625% (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, the 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.

The administrative support services to be rendered by Recipients
in connection with the Accounts may include, but shall not be limited to, the
following: answering routine inquiries concerning the Fund, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund and
processing Share repurchase transactions, making the Fund's investment plans
and dividend payment options available, and providing such other information
and services in connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may reasonably
request.

(ii) Distribution Assistance Fees (Asset-Based Sales Charge)
Payments. In its sole discretion and irrespective of whichever alternative
method of making service fee payments to Recipients is selected by the
Distributor, in addition the Distributor may make distribution assistance fee
payments to a Recipient quarterly, within forty-five (45) days after the end
of each calendar quarter, at a rate not to exceed 0.1875% (0.75% 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 its
Customers until such Shares are repurchased or converted to another class of
shares of the Fund, provided, however, that a majority of the Independent
Trustees may, but are not obligated to, set a time period (the "Recipient
Maximum Holding Period") for making such payments. Distribution assistance
fee payments shall be made only to Recipients that are registered with the
SEC as a broker-dealer or are exempt from registration.

The distribution assistance to be rendered by the Recipients in
connection with the sale of Shares may include, but shall not be limited to,
the following: distributing sales literature and prospectuses other than
those furnished to current Shareholders, providing compensation to and paying
expenses of personnel of the Recipient who support the distribution of Shares
by the Recipient, and providing such other information and services in
connection with the distribution of Shares as the Distributor or the Fund may
reasonably request.

(c) A majority of the Independent Trustees may at any time or from
time to time increase or decrease the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rates set forth above,
and/or direct the Distributor to set, eliminate or modify the Fund Maximum
Holding Period, any Minimum Holding Period, the Recipient Maximum Holding
Period and/or any Minimum Qualified Holdings and/or to split requirements so
that different time periods apply to shares that are afforded different
shareholder privileges and features. The Distributor shall notify all
Recipients of any Minimum Qualified Holdings, Maximum Holding Period and
Minimum Holding Period that are established 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, Statement of Additional Information or supplement to
either shall constitute sufficient notice.

(d) The Service Fee and the Asset-Based Sales Charge on Shares are
subject to reduction or elimination under the limits that apply to such fees
and charges under the NASD Conduct Rules relating to sales of shares of
open-end funds.

(e) Under the Plan, payments may also 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, from
Asset-Based Sales Charge payments or from the proceeds of its borrowings, in
either case, in the discretion of OFI or the Distributor, respectively.

(f) Recipients are intended to have certain rights as third-party
beneficiaries under this Plan, subject to the limitations set forth below.
It may be presumed that a Recipient has provided distribution assistance or
administrative support services qualifying for payment under the Plan if it
has Qualified Holdings of Shares that 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 distribution assistance in connection with
the sale of Shares or administrative support services for Accounts, 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 distribution assistance and/or services in this
regard. If the Distributor or the Board of Trustees still is not satisfied
after the receipt of such report, either may take appropriate steps to
terminate the Recipient's status as such under the Plan, whereupon such
Recipient's rights as a third-party beneficiary hereunder shall terminate.
Additionally, in their discretion, a majority of the Fund's Independent
Trustees at any time may remove any broker, dealer, bank or other person or
entity as a Recipient, where upon such person's or entity's rights as a
third-party beneficiary hereof shall terminate. Notwithstanding any other
provision of this Plan, this Plan does not obligate or in any way make the
Fund liable to make any payment whatsoever to any person or entity other than
directly to the Distributor. The Distributor has no obligation to pay any
Service Fees or Distribution Assistance Fees to any Recipient if the
Distributor has not received payment of Service Fees or Distribution
Assistance Fees from the Fund.

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

5. Reports. While this Plan is in effect, the Treasurer of the Fund shall
provide written reports to the Fund's Board for its review, detailing the
amount of all payments made under this Plan and the purpose for which the
payments were made. The reports shall be provided quarterly, and shall state
whether all provisions of Section 3 of this Plan have been complied with.

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 a 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 Class B voting shares; (ii) such
termination shall be on not more than sixty days' written notice to any
other party to the agreement; (iii) such agreement shall automatically
terminate in the event of its "assignment" (as defined in the 1940 Act); (iv)
such agreement 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 (v) such agreement 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 a vote of 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,
which replaces the Fund's prior Distribution and Service Plan and Agreement
for Class B Shares, has been approved by a vote of the Board and its
Independent Trustees cast in person at a meeting called on April 13, 2000 for
the purpose of voting on this Plan, and has been approved by the holders of
the Fund's outstanding Class B shares in the manner described above at a
meeting held on __________, 2001. 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 or as the Board may otherwise determine
but only so long as such continuance is specifically approved at least
annually by a vote of the Board and its Independent Trustees cast in person
at a meeting called for the purpose of voting on such continuance.

This Plan may not be amended to increase materially the amount of
payments to be made under this Plan, without approval of the Class B
Shareholders at a meeting called for that purpose, and all material
amendments must be approved by a vote of the Board and of the Independent
Trustees.

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 Class B voting shares. In
the event of such termination, the Board and its Independent Trustees shall
determine whether the Distributor shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in
respect of Shares sold prior to the effective date of such termination.

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 Trustee
and shareholder liability for acts or obligations of the Fund.
Oppenheimer Florida Municipal Fund

By:____________________________________
Andrew J. Donohue, Secretary

OppenheimerFunds Distributor, Inc.

By: ____________________________________
Katherine P. Feld, Vice President and Secretary

John V. Murphy
Chairman, President and
Chief Executive Officer
OppenheimerFunds Logo
Two World Trade Center, 34th FL
New York, NY 10048-0203
`800.525.7048
www.oppenheimerfunds.com

July 24, 2001

Dear Oppenheimer Florida Municipal Fund Shareholder,

We have scheduled a shareholder meeting on September 11, 2001 for you to
decide upon some important proposals for the Fund. Your ballot card and a
detailed statement of the issues are enclosed with this letter.

Your Board of Trustees believes the matters being proposed for approval are
in the best interests of the Fund and its shareholders and recommends a vote
"for" the election of each of the nominees for Trustee and "for" each
proposal. Regardless of the number of shares you own, it is important that
your shares be represented and voted. So we urge you to consider these
issues carefully and make your vote count.

How do you vote?

To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today. You also may vote by telephone
using the toll-free number on the proxy ballot. Using a touch-tone telephone
to cast your vote saves you time and helps reduce the Fund's expenses. If
you vote by telephone, you do not need to mail the proxy ballot.

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 your vote is not received before the scheduled
meeting, you may receive a telephone call asking you to vote.

What are the issues?

o Election of Trustees. You are being asked to consider and elect 11
nominees for Trustee. You will find detailed information on the nominees
in the enclosed proxy statement.

o Approval of amendments of the Fund's investment objective. Your
approval is requested to amend the Fund's investment objective, industry
concentration policy and nondiversification policy.

o Approval of amendments to the Fund's fundamental investment policy.
Your approval is requested to amend the Fund's fundamental investment
policy concerning borrowing.

o Approval of Class B 12b-1 Distribution and Service Plan and Agreement.
Your approval is requested to adopt the Fund's Class B 12b-1 Distribution
and Service Plan and Agreement. (Only Class B shareholders may vote on
this proposal.)

Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your
financial advisor or call us at 1-800-525-7048. As always, we appreciate
your confidence in OppenheimerFunds and look forward to serving you for many
years to come.

Sincerely,

John V. Murphy's signature
Enclosures
XP0795.002.0701

PROXY CARD OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
PROXY CARD
On behalf of its series Oppenheimer Florida Municipal Fund

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON September 11, 2001

The undersigned, revoking prior proxies, hereby appoints Brian Wixted,
Robert Bishop, and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to vote shares
held in the name of the undersigned on the record date at the Special
Meeting of Shareholders of Oppenheimer Florida Municipal Fund (the "Fund"),
to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, on
September 11, 2001, at 1:00 P. M. Mountain time, or at any adjournment
thereof, upon the proposals described in the Notice of Meeting and
accompanying Proxy Statement, which have been received by the undersigned.

This proxy is solicited on behalf of the Fund's Board of Trustees, and all
proposals (set forth on the reverse side of this proxy card) have 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 judgement as to any other matters.

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

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

1. To elect a Board of Trustees:

01 Leon Levy 02 Donald W. Spiro 03 Bridget A. Macaskill FOR AGAINST FOR ALL
ALL ALL EXCEPT
04 Robert G. Galli 05 Phillip A. Griffiths 06 Benjamin Lipstein / / / / / / 1.

07 Elizabeth B. Moynihan 08 Kenneth A. Randall 09 Edward V. Regan

10 Russell S. Reynolds, Jr. 11 Clayton K. Yeutter

If you do not wish your shares voted "FOR" a particular nominee, mark
the "For All Except" box and write the nominee's number on the line
provided below. Your shares will be voted for the remaining nominee(s).

2. To approve changes to the Fund's: FOR AGAINST ABSTAIN

A. Investment Objective / / / / / / 2. A
/ / / / / / 2. B
B. Industry Concentration Policy / / / / / / 2. C
/ / / / / / 3.
C. Non-diversification Policy
/ / / / / / 4.
3. To approve changes to the Fund's fundamental investment policy
concerning borrowing.

4. To approve the Fund's Class B 12b-1 Distribution and Service Plan and
Agreement (only Class B shareholders may vote on this proposal).

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

11731_FMF

July 24, 2001

VIA EDGAR

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

Re: Oppenheimer Multi-State Municipal Trust
Reg. No. 33-30198; File No. 811-5867

To the Securities and Exchange Commission:

An electronic ("EDGAR") filing with the Commission is hereby made
pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as
amended. This filing contains the definitive proxy materials to be furnished
to shareholders of Oppenheimer Florida Municipal Fund, a series of
Oppenheimer Multi-State Municipal Trust, in connection with the meeting of
the Fund's shareholders to be held September 11, 2001. Those materials
include the proxy statement, ballot and shareholder letter. Preliminary
proxy materials were filed with the Commission on June 15, 2001.

The proposals to be submitted to shareholders at the meeting are: (a)
election of eleven Trustees, (b) approval of changes to the Fund's
investment objective; industry concentration policy; and non-diversification
policy, (c) approval of changes to the Fund's fundamental investment policy
concerning borrowing, and (d) approval of the Fund's Class B 12b-1
Distribution and Service Plan and Agreement (only Class B shareholders may
vote on this proposal).

Very truly yours,

/s/ Deborah A. Sullivan

Deborah A. Sullivan
Assistant Vice President and
Assistant Counsel
(212) 323-0602
DAS:dr
cc: Andrew Donohue, Esq.
Michelle Houck, Esq. (Mayer, Brown and Platt)
Gloria LaFond
Jeffrey Decker, Esq. (Baker and Hostetler LLP)
Mark Corns
Ellen Penner