OPPENHEIMER DEVELOPING MARKETS FUND
497, EX-99, 2000-10-19
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                                                   Exhibit 23(c)(iv)

                      OPPENHEIMER DEVELOPING MARKETS FUND
                   Class N Share Certificate (8-1/2" x 11")

I.    FRONT OF CERTIFICATE (All text and other matter lies within
decorative border)

(upper left) box with heading:          (upper right) box with heading:
NUMBER (OF SHARES)                      CLASS N SHARES
                                        (certificate number above)

                            (centered below boxes)
                     Oppenheimer Developing Markets Fund
                        A MASSACHUSETTS BUSINESS TRUST

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

                                                  (box with number)
                                                  CUSIP 683974307
(at left)
is the owner of

                                  (centered)
              FULLY PAID CLASS N SHARES OF BENEFICIAL INTEREST OF
                      OPPENHEIMER DEVELOPING MARKETS FUND


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

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

(at left of seal)                      (at right of seal)

(signature)                            Dated:

/s/ Brian W. Wixted                   /s/ Bridget A. Macaskill
TREASURER                             PRESIDENT


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




                      OPPENHEIMER DEVELOPING MARKETS FUND
                                     SEAL
                                     1996
                         COMMONWEALTH OF MASSACHUSETTS

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

                     By:
                        Authorized Signature

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

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

TEN COM - as tenants in common
TEN ENT - as tenants by the entirety

JT TEN WROS NOT TC - as tenants with rights of  survivorship  and not as tenants
in common

UNIF GIFT/TRANSFER MIN ACT - __________________  Custodian _______________
                                    (Cust)                     (Minor)
                                             UNDER UGMA/UTMA ________________
                                                               (State)

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

For Value Received __________________ hereby sell(s), and transfer(s) unto

(at right) PLEASE INSERT SOCIAL SECURITY OR OTHER
              IDENTIFYING NUMBER OF ASSIGNEE
           AND PROVIDE CERTIFICATION BY TRANSFEREE (box below)


 (Please print or type name and address of assignee)



Class N Shares of beneficial interest represented by the within Certificate, and
do hereby irrevocably constitute and appoint.

Attorney to transfer  the said shares on the books of the within named Fund with
full power of substitution in the premises.








Dated:
                              Signed: __________________________
                              ___________________________________
                              (Both must sign if joint owners)

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

(text printed vertically to right of above paragraph)

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

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

(at left)                                          (at right)
PLEASE NOTE:  This document contains               OppenheimerFunds
a watermark when viewed at an angle.               logotype
It is invalid without this watermark.



THIS SPACE MUST NOT BE COVERED IN ANY WAY




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